공시 • Sep 11
Primary Health Properties Plc (LSE:PHP) completed the acquisition of Assura Plc (LSE:AGR).
Primary Health Properties Plc (LSE:PHP) made an offer to acquire Assura Plc (LSE:AGR) for £1.7 billion on May 16, 2025. Under the terms of the Combination, Assura Shareholders would receive, for each Assura Share 0.3769 New PHP Shares and £0.125 in cash. Under the terms of the Combination, Assura Shareholders would receive, for each Assura Share 0.3865 New PHP Shares and £0.125 in cash. Subject to full acceptance of the Offer, following completion of the Combination, Assura Shareholders would hold approximately 48 per cent. of the Combined Group's issued share capital. The Consortium has retained the right to reduce the Consortium's Cash Offer price if, and to the extent the Assura July Dividend of £0.0084 per share is paid as expected in early July 2025. The cash consideration payable by PHP to Assura Shareholders pursuant to the terms of the Combination will be funded from new facilities to be drawn down under a facilities agreement entered into between, amongst others, PHP and certain lenders, as detailed further in paragraph 13 of this Announcement. The Offer is not conditional on any antitrust, competition or merger control approvals. The Offer becomes or is declared unconditional and if PHP has acquired or agreed to acquire Assura Shares carrying 75 per cent. (75%) or more of the voting rights of Assura. The FCA to cancel the listing of Assura Shares from the Official List and makes an application to the London Stock Exchange for the cancellation of the admission to trading of Assura Shares on the Main Market. If PHP receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. (90%) or more of the Assura Shares to which the Offer relates, PHP intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any Assura Shares. The PHP Directors consider the Combination to be in the best interests of PHP Shareholders as a whole and, accordingly, the PHP Directors intend to recommend unanimously to PHP Shareholders to vote in favour of the PHP Resolution to be proposed at the PHP General Meeting which is to be convened to approve the Combination and related matters. It is currently anticipated that the Combination would complete in the third quarter of 2025. As of May 19, 2025, Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP notes the announcement on 16 May 2025 by Primary Health Properties PLC regarding the share and cash offer for Assura plc, and believes that its recommended cash offer as set out in the announcement by Assura and Bidco on 9 April 2025 (the "Bidco Cash Offer") represents a superior proposal for Assura shareholders and the only proposal which provides the opportunity to realise their investment in full and in cash, as well as a path to unlock significant future growth of the business. As of May 23, 2025, Assura Board has decided to adjourn the Court Meeting and the General Meeting required to implement the Cash Offer from Bidco, which are due to be held on June 5, 2025. It is therefore recommended that Assura Shareholders do not attend the Meetings scheduled for June 5, 2025 and take no further action at this stage in relation to the Cash Offer and the PHP Offer. Having carefully considered the PHP Offer with its advisers and consulted with Assura's major shareholders, Assura has engaged in further discussions with PHP and commenced due diligence in relation to PHP to determine whether to recommend the PHP Offer to Assura Shareholders. As of June 13, 2025, PHP announced responses to certain assertions made by the Assura Board, an amendment to the Acceptance Condition to the Offer and PHP's consent should the Assura Board declare a special dividend to Assura Shareholders conditional on the Offer becoming Unconditional. As of June 16, 2025, the Assura Board will, by no later than 27 June 2025, send a circular to Assura Shareholders setting out its views on the PHP Offer. In the meantime, Assura Shareholders are advised to take no action in relation to the PHP Offer. As of July 1, 2025, the shareholder of Primary Health Properties approved the transaction. As of July 4, 2025, The Competition and Markets Authority (CMA) is investigating the anticipated acquisition. As of July 14, 2025, Primary Health Properties received foreign direct investment clearance in Ireland. PHP does not require any further regulatory approvals. As of August 12, 2025, offer becomes unconditional. As of August 26, 2025, PHP had received valid acceptances , representing approximately 92.02 per cent. of the issued ordinary share capital of Assura. Now that PHP has received acceptances under the Revised Offer in respect of not less than 90 per cent of the Assura Shares to which the Revised Offer relates, PHP will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Assura Shares in respect of which the Revised Offer has not been validly accepted as contemplated in the Revised Offer Document.
The long stop date has been revised to December 16, 2025. As of August 27, 2025, Primary Health Properties announced that the Revised Offer will close for acceptances on September 10, 2025.
Alex Midgen, Sam Green, Nikhil Walia and Jake Shackleford of N.M. Rothschild & Sons Limited, Kevin Cruickshank, Heraclis Economides, Stuart Ord, Ben Stoop and Jack McLaren of Numis Securities Limited, Bogdan Melaniuc, James Ibbotson, Robert Redshaw, James Carton and Michael Mullen of Citigroup Global Markets Limited, Capel Irwin, Michael Nicholson and Henry Nicholls of Peel Hunt, Deutsche Bank AG, London Branch acted as financial advisors, CMS Cameron McKenna Nabarro Olswang LLP is acting as legal adviser, PWC acted as Accountant to PHP. Cyrus Kapadia, Patrick Long and Caitlin Martin of Lazard & Co., Limited, Bronson Albery, Callum West and Ronak Shah of Barclays Bank PLC and Mark Young, Jonathan Wilkes-Green and Catriona Neville of Stifel Nicolaus Europe Limited acted as financial advisors to Assura Plc. Travers Smith LLP is acting as legal adviser to Assura.
Primary Health Properties Plc (LSE:PHP) completed the acquisition of Assura Plc (LSE:AGR) on September 10, 2025. The Revised Offer closed for acceptances on September 10, 2025. PHP has begun the implementation of the compulsory acquisition procedure to acquire the remaining ordinary shares in respect of which the Revised Offer has not been accepted.
