Announcement • Aug 13
Kohlberg Kravis Roberts & Co. Partners LLP and Stonepeak Partners LP cancelled the acquisition of Assura Plc (LSE:AGR) from group of shareholders.
Kohlberg Kravis Roberts & Co. Partners LLP and Stonepeak Partners LP proposed to acquire Assura Plc (LSE:AGR) from group of shareholders for £1.7 billion on March 10, 2025. Kohlberg Kravis Roberts & Co. Partners and Stonepeak Partners (UK) reached agreement to acquire Assura on April 9, 2025. A cash consideration valued at £0.494 per share will be paid by KKR and Stonepeak Partners. 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 £374 per share on 13 February 2025, being the last business day prior to the announcement made by the Company on February 14, 2025. Pursuant to the Possible Cash Offer, Assura shareholders would retain the declared quarterly dividend of £0.0084 per share which is due to be paid to Assura shareholders on 9 April 2025 and receive cash consideration of £0.4856 per share at closing. The Possible Cash Offer represents 100% of Assura's EPRA Net Tangible Asset Value of £494 as at September 30, 2024. 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. In a related transaction, 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"). As of March 14, 2025, in order to facilitate ongoing discussions with the Consortium and to provide additional time for the Consortium to progress its due diligence, the Board has requested, and Takeover panel has consented to an extension of the current deadline to April 11, 2025. As of April 9, 2025, The Board has considered the PHP Proposal carefully with its advisers and concluded that it is not at a level that is sufficient to be recommended to shareholders. The Board has therefore rejected the PHP Proposal unanimously. Assura Directors who hold interests in Assura Shares have irrevocably undertaken to vote amounting to an aggregate of 4,638,828 Assura Shares, representing 0.1% of Assura's issued ordinary share capital. The Acquisition values Assura at approximately £1,608 million on a fully diluted basis. The cash consideration payable under the Acquisition will be fully funded through a combination of equity and debt comprise will comprise of equity drawn from funds, vehicles and/or accounts advised and/or managed by KKR and Stonepeak respectively; and senior debt facilities to be made available to Bidco by way of a term loan to be provided through a senior facilities agreement between Bidco and certain lenders (the "Lenders"). Prior to the Scheme becoming Effective, Assura will make the following applications for the cancellation of trading of the Assura Shares on the London Stock Exchange's Main Market for listed securities; and for the cancellation of the secondary inward listing of the Assura Shares on the Main Board of the Johannesburg Stock Exchange, in each case to take effect from or shortly after the Effective Date. It is also proposed that, following the Effective Date and after its shares are de-listed, Assura will be re-registered as a private limited company.
The transaction is subject to the satisfaction or waiver of all Regulatory Conditions, the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and voting, whether in person or by proxy, at the Court Meeting and who represent 75% or more in value of the Assura Shares voted by those Scheme Shareholders, the Special Resolutions required to implement the Scheme being duly passed by 75%. or more of votes cast at the Assura General Meeting, following the Court Meeting and the Assura General Meeting and satisfaction and/or waiver of the other Conditions, the sanction of the Scheme by the Court and following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies. The Acquisition will become Effective early in the third quarter of 2025. The cash acquisition of Assura by Bidco recommended unanimously by the Assura Board. As of May 16, 2025, PHP made an offer to acquire Assura of 0.3769 New PHP Shares and £0.125 in cash valued at £1.6 billion. As on May 23, 2025, the 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. As of June 6, 2025, Assura confirms it has been notified by Bidco that clearances from the State Administration for Market Regulation of the People's Republic of China, the Israeli Competition Authority and the Korea Fair Trade Commission have been received. As of June 11, 2025, the Bidco made a Best and Final Increased Cash Offer of £0.521 for each Share inclusive of the Declared Dividends, and values Assura's entire issued and to be issued share capital at approximately £1.69 billion. The Assura Directors consider that the terms of the Best and Final Increased Cash Offer are in the best interests of Assura Shareholders as a whole. Accordingly, the Assura Directors intend to unanimously recommend that the Assura Shareholders accept, or procure the acceptance of, the Best and Final Increased Cash Offer. As of June 19, 2025, the Offeror is pleased to announce that the Acquisition has now received merger control clearance from the European Commission. The only Regulatory Condition that remains outstanding at the date of this announcement is in respect of foreign direct investment in Ireland. As of June 23, 2025, Boards of PHP and Assura have announced an increased 0.3865 New PHP Shares and £0.125 per share in cash, In addition, Assura Shareholders would be entitled to receive a special dividend of £0.0084 per Assura share, valued approximately £1.79 billion. As of July 7, 2025, there were no valid acceptances of the Offer for Assura Shares. As of July 15, 2025, Board unanimously recommends that Assura Shareholders take no action. As of 6 p.m. (London time) on July 18, 2025, valid acceptances of the Offer had been received in respect of 395,820 Assura Shares, representing approximately 0.01% .of Assura's existing issued ordinary share capital. The Takeover Offer will initially be open for acceptance until 1:00 p.m. (London time) on August 12, 2025, unless the Unconditional Date is brought forward or extended by Bidco.
Cyrus Kapadia, Patrick Long and Caitlin Martin of Lazard & Co., Limited, Mark Young, Jonathan Wilkes-Green and Catriona Neville of Stifel Nicolaus Europe Limited and Bronson Albery, Tom Macdonald and Callum West of Barclays Bank PLC acted as financial advisors and Travers Smith LLP is acting as legal adviser for Assura Plc. Amy Mahon, Clare Gaskell, Deborah Gruen, Lina Zhou, Claire Williams, Andrew Bechtel, Étienne Renaudeau, Josh Buckland, Henry Llewellyn, Sarah Lindley, Meredith Jones of Simpson Thacher & Bartlett LLP and Simpson Thacher & Bartlett (Belgium) DE LLP and Bowmans acting as legal advisers and Jefferies International Limited acted as financial advisor to KKR and Stonepeak. Kit McCarthy and James Collis of Norton Rose Fulbright LLP acted as legal advisor to Jefferies International Limited. Bidco will pay fee for Financing arrangements £12.5 million to £15.1 million, Financial advice fee of £13 million to £15 million, Legal advice fee of £9.5 million, Accounting advice fee of £1.2 million, Public relations advice fee of £0.3 million, Other professional services fee of £1.7 million, and other costs and expenses fee of £0.3 million. Assura will pay fee for Financial and corporate brok
Kohlberg Kravis Roberts & Co. Partners LLP and Stonepeak Partners LP cancelled the acquisition of Assura Plc (LSE:AGR) from group of shareholders on August 12, 2025. As on August 12, 2025, Acquirer had not received sufficient acceptances to satisfy the Acceptance Condition, and the Takeover Offer has now lapsed.
