Assura has reached agreement on the terms of a recommended cash offer for the company by Kohlberg Kravis Roberts (KKR) and Stonepeak Partners.
Under the terms of the acquisition, each Assura shareholder shall be entitled to receive 49.4p, comprising 48.56p in cash and a quarterly interim dividend of 0.84p.
Together this represents 100% of Assura’s EPRA net tangible assets (NTA) of 49.4p as at 30 September 2024. It is also a 31.9% premium to the closing price of 37.4p on 13 February 2025 (the last business day prior to the commencement of the offer period).
The acquisition values the entire issued and to be issued ordinary share capital of Assura at around £1,608m on a fully diluted basis.
In recommending the offer, Assura’s board has also unanimously rejected Primary Health Properties merger offer.
Assura recommendation
The Assura directors intend to recommend unanimously that Assura shareholders vote in favour of the scheme at the court meeting and that Assura shareholders vote in favour of the special resolutions to be proposed at the Assura general meeting.
Assura directors who hold interests in the company have irrevocably undertaken to vote to approve the scheme in respect of their own beneficial holdings for which they control the voting rights amounting to an aggregate of 4,638,828 Assura shares, representing approximately 0.1% of Assura’s issued ordinary share capital.
Comments
Commenting on the acquisition, Jonathan Murphy, chief executive officer of Assura, said: “The cash offer from KKR and Stonepeak offers an attractive opportunity for Assura shareholders to crystallise value immediately and enables the company to accelerate its growth via additional investment in critical healthcare infrastructure in the UK and Ireland. My team and I look forward to working closely with KKR and Stonepeak in the years ahead.”
Tara Davies, partner, co-head of EMEA and co-head of European Infrastructure at KKR, said: “Assura is a market leader in healthcare infrastructure and we share the company’s objective of building best-in-class facilities to support the delivery of national healthcare objectives. Delivering this effectively requires significant investment in Assura’s platform, a long-term perspective and the ability to fund Assura’s growth through long-term and flexible capital. Together, KKR and Stonepeak bring deep pockets and understanding of UK infrastructure and real estate, and a shared track record of accelerating growth and investment.”
Nikolaus Woloszczuk, senior managing director at Stonepeak, added: “Assura represents a strong fit for our Core infrastructure strategy with its long-term, contracted customer relationships, the inflation-linked nature of the business, and its essentiality as healthcare needs increase in the UK. Its primary care centres and hospitals play an important role in the provision of healthcare services across the country. Ensuring that these assets can continue to fulfil an essential service to communities, now and in the future, is a core focus of the consortium and we believe this will be more effectively and more sustainably achieved in private ownership. Stonepeak and KKR share a common approach to infrastructure investing based on active operational engagement, and we will bring all our resources to bear in supporting Assura’s management team deliver on their long-term ambitions for the company.”
