Assura plc
Possible Cash Offer
The Board of Assura plc (“Assura” or the “Company”) announces that it has received an indicative, non-binding proposal from Kohlberg Kravis Roberts & Co. Partners L.L.P. (“KKR”) and Stonepeak Partners (UK) LLP (“Stonepeak”) (together, the “Consortium”) regarding a possible cash offer for the entire issued and to be issued share capital of Assura at 49.4 pence per share (the “Possible Cash Offer”).
Pursuant to the Possible Cash Offer, Assura shareholders would retain the declared quarterly dividend of 0.84 pence per share which is due to be paid to Assura shareholders on 9 April 2025 and receive cash consideration of 48.56 pence per share at closing. As such, the Possible Cash Offer represents a 2.9% increase on KKR’s previous indicative, non-binding proposal of 48 pence per share, which was also inclusive of Assura’s last quarterly dividend.
The Possible Cash Offer represents 100% of Assura’s EPRA Net Tangible Asset Value of 49.4 pence as at 30 September 2024.
The Possible Cash Offer values the fully diluted ordinary share capital of Assura at £1,607 million and represents:
- a 31.9% premium to the closing share price of 37.4 pence on 13 February 2025 being the last business day prior to the announcement made by the Company on 14 February 2025;
- a 33.9% premium to the volume weighted average Assura share price of 36.9 pence over the 1 month to 13 February 2025; and
- a 30.6% premium to the volume weighted average Assura share price of 37.8 pence over the 3 months to 13 February 2025.
The Consortium of KKR and Stonepeak, both long-term infrastructure investors, recognises that Assura’s leading platform and portfolio are important social infrastructure assets for the UK, and has indicated its intention to deploy further capital to the portfolio to continue its growth.
Having carefully considered the Possible Cash Offer with its advisers and consulted with the Company’s major shareholders extensively following the announcement of a possible offer on 14 February 2025, the Board has indicated to the Consortium that, should a firm offer be made on the financial terms set out above, it would be minded to recommend such an offer to Assura shareholders, subject to the agreement of the other terms of the offer. Accordingly, the Board has decided to engage in discussions with the Consortium in relation to these terms and to allow the Consortium to complete a limited period of confirmatory due diligence.
The Board confirms that it has also received an indicative, non-binding proposal from Primary Health Properties PLC (“PHP”) regarding a possible all-share combination of Assura and PHP structured by way of an offer by PHP for Assura at an exchange ratio based on each company’s last reported NTA per share (the “PHP Proposal”). The implied value of the PHP Proposal based on PHP’s share price of 90.1 pence as at 13 February 2025 is 43 pence per Assura share. The Board has carefully considered the PHP Proposal with its advisers and concluded that the Possible Cash Offer is more attractive than the PHP Proposal as it provides shareholders with the opportunity to receive cash consideration at a significantly higher value per share than the proposal from PHP and with materially less risk. Therefore, the Board has rejected the PHP Proposal.
This announcement is made with the consent of the Consortium but without the consent of PHP. A further announcement will be made as appropriate.
Under Rule 2.6(a) of the Code, PHP must by no later than 5.00 p.m. on 7 April 2025, either announce a firm intention to make an offer for Assura in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right to make an offer for Assura at a lower value or on less favourable terms than the Possible Cash Offer: (i) with the agreement or recommendation of the Board of Assura; (ii) if a third party (excluding USS Investment Management Limited (as agent for and on behalf of Universities Superannuation Scheme Limited (acting in its capacity as sole corporate trustee of the Universities Superannuation Scheme)) (“USSIM”)) announces a firm intention to make an offer for Assura which, at that date, is of a value less than the value of the Possible Cash Offer; or (iii) following the announcement by Assura of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Assura declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, the Consortium reserves the right to make an equivalent reduction to the Possible Cash Offer. The Consortium also reserves the right to introduce other forms of consideration and/or to vary the form and/or mix of the consideration it would offer.