Assura plc, the Altrincham-based healthcare real estate investment trust (REIT), said on Monday it is “minded to recommend” a £1.607 billion “possible” cash takeover offer it has received from Kohlberg Kravis Roberts & Co. Partners L.L.P. (KKR) and Stonepeak Partners (UK) LLP.
The Altrincham REIT said it has received an indicative, non-binding proposal from KKR and Stonepeak regarding a possible cash offer for Assura at 49.4p per share.
Assura also said it has rejected an indicative, non-binding proposal from Primary Health Properties PLC (PHP) regarding a possible all-share combination of Assura and PHP valued at 43p per share.
Assura shares rose about 14% to around 46p.
“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,” said Assura.
“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 offer from KKR and Stonepeak represents a 31.9% premium to Assura’s closing share price of 37.4p on February 13, 2025.
Assura said: “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.”
Assura said 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.”
Assura said: “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.”