Assura Plc (AGR.L) announced that it has received a preliminary, non-binding proposal from Kohlberg Kravis Roberts & Co. Partners L.L.P. or "KKR" and Stonepeak Partners (UK) LLP. The proposal suggests a potential cash offer for all existing and forthcoming shares of Assura, priced at 49.4 pence per share. The possible cash offer represents a 2.9% increase on KKR's previous indicative, non-binding proposal of 48 pence per share, which was inclusive of Assura's last quarterly dividend.
As per the latest 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.
The cash offer values the fully diluted ordinary share capital of Assura at 1.607 billion pounds 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.
Assura has decided to engage in discussions with the KKR-led consortium in relation to the terms and to allow the Consortium to complete a limited period of confirmatory due diligence.
Assura confirmed that it has also received an indicative, non-binding proposal from Primary Health Properties PLC 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 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.
Assura said it has carefully considered the PHP Proposal with its advisers and concluded that the KKR-led consortium's 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.
As per the UK rule, 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 or announce that it does not intend to make an offer. This deadline will only be extended with the consent of the Panel.
On 18th February 2025, Assura announced that it formally rejected the non-binding proposal from KKR, asserting that the proposal significantly undervalued the company and its future prospects.
On 13 February 2025, KKR submitted a non-binding proposal to the Assura Board concerning a potential cash offer for the entirety of the issued share capital of the company, proposing a price of 48 pence per share.
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