Assura Board Discussions Update - Replacement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
8 August 2025
Clarification Announcement
Further to the announcement made earlier today ('Update Following Discussions with Assura plc Board' under RNS No 5770U), Sana Bidco Limited ("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii) funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak"), acknowledges and clarifies the following points:
· The reference to "full certainty" should refer to "full value certainty";
· The Revised PHP Offer is not conditional on clearance from the Competition and Markets Authority ("CMA"). Separately, Bidco notes that on 8 August 2025, the CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on PHP and Assura;
· To the extent such merger arbitrageurs elect for 'More Cash' as part of the mix and match facility under the Revised PHP Offer, and there are sufficient elections of 'More Shares' from other investors such that these merger arbitrageurs are successful in receiving only cash and no PHP shares, Bidco's statement that such persons are unlikely to be long-term holders of PHP shares (and any consequential PHP share price impact) would not be relevant.
The full amended text is shown below and all other statements remain unchanged:
Update Following Discussions with Assura plc Board
Sana Bidco Limited ("Bidco"), a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") and (ii) funds advised by Stonepeak Partners LP and its affiliates ("Stonepeak") provides the following update based on recent discussions with the Board (the "Board" or the "Assura Board") of Assura plc ("Assura") regarding Bidco's cash offer (the "Best and Final* Increased Cash Offer") and the share and cash offer by Primary Health Properties PLC ("PHP") (the ""Revised PHP Offer").
Since the Board's recommendation of the Revised PHP Offer, which remains unchanged, a number of factors have changed or been raised that Bidco believes reduces the attractiveness of that offer. Over the last few days, Bidco has engaged with the Board to request that the Board changes its recommendation from the Revised PHP Offer to Bidco's Best and Final* Increased Cash Offer.
Bidco continues to believe that its Best and Final* Increased Cash Offer is superior to the Revised PHP Offer as it delivers (i) a higher monetary value[1], (ii) full value certainty and risk-free value in the form of cash, (iii) no execution risk in relation to asset sales required to reduce the over-leverage of the combined PHP-Assura entity, and (iv) no competition or antitrust risk. The Revised PHP Offer is not conditional on clearance from the Competition and Markets Authority ("CMA"). Separately, Bidco notes that on 8 August 2025, the CMA served an initial enforcement order under section 72(2) of the Enterprise Act 2002 on PHP and Assura). Bidco is able to provide the strongest ongoing stewardship for Assura, its team and all stakeholders including investing in NHS infrastructure.
On price alone, Bidco's Best and Final* Increased Cash Offer is 1.1%1 higher than the Revised PHP Offer following a decline in the share prices of both Assura and PHP in the period following the announcement of the Board's recommendation of the Revised PHP Offer. Given the material gap between the offers, Bidco continues to urge Assura's shareholders to accept its Best and Final* Increased Cash Offer and to take no action with regards to the Revised PHP Offer.
Assura's share price has decreased over the last few days and closed at 48.98 pence per Assura Share on 7 August 2025. As such, Bidco's Best and Final* Increased Cash Offer of 50.42 pence per Assura Share currently represents a 2.9% premium to Assura's share price. Despite this, there appears to have been no buying activity from investors who have expressed support to the potential combination of PHP and Assura and who therefore should see this as an opportunity to buy into Assura at a depressed valuation. Given this, it is unclear where further buying support for the potential combined entity could come from, if the Revised PHP Offer is successful.
Bidco also regards the statement by PHP in its recent investor day that "PHP's share price has been impacted by technical factors resulting from merger arbitrage activity, with some funds hedging long positions in Assura with a corresponding short position in PHP, leading to an elevated short position which is temporary and which the Board expects to reverse post completion of a transaction"[2], as highly misleading. Bidco believes that there may remain a significant proportion of unhedged merger arbitrageurs in Assura who, subject to the mix and match facility (including any scale back), may receive PHP shares in the event that the Revised PHP Offer is successful and who are unlikely to be long-term holders of PHP shares, and this will likely put further downward pressure on PHP's share price after the combination. Hence, Bidco believes that it is incorrect to imply that the impact on the PHP share price is temporary and will reverse. To the extent such merger arbitrageurs elect for 'More Cash' as part of the mix and match facility under the Revised PHP Offer, and there are sufficient elections of 'More Shares' from other investors such that these merger arbitrageurs are successful in receiving only cash and no PHP shares, Bidco's statement that such persons are unlikely to be long-term holders of PHP shares (and any consequential PHP share price impact) would not be relevant.
In the event that the Best and Final* Increased Cash Offer lapses, Bidco shall be subject to the restrictions set out in Rule 35.1 of the Code and shall be prohibited from, amongst other things, making any offer for Assura for a period of 12 months. The consent of the Panel would be required to set aside the restrictions under Rule 35.1 of the Code, as set out in Note 1 to Rule 35.1. Separately, Bidco would not be restricted from purchasing additional shares in Assura (representing up to, in aggregate, 29.99% of the voting rights) on the same terms as the Best and Final* Increased Cash Offer.
Capitalised terms used but not defined in this Announcement have the meaning given to them in the offer document in relation to Bidco's Best and Final* Increased Cash Offer published on 1 July 2025.
* The financial terms of the Best and Final* Increased Cash Offer are final and will not be increased, except that Bidco reserves the right to increase the financial terms of its offer where the Panel provides its consent (which will only be provided in wholly exceptional circumstances).
Enquiries:
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Jefferies International Limited (Financial Adviser to Bidco) |
+44 (0) 20 7029 8000 |
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Philip Noblet |
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Dai Clement |
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Thomas Forrow |
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Tom Yeadon |
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Thomas Bective |
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Andrew Morris |
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FGS Global (PR Adviser to Bidco) |
+44 (0) 20 7251 3801 |
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Faeth Birch |
KKR-LON@fgsglobal.com |
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Alastair Elwen |
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Oli Sherwood |
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Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection with the Acquisition.
Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in connection with the Acquisition.
Important Notices
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for KKR, Stonepeak and Bidco and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than KKR, Stonepeak or Bidco for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and does not constitute an offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Acquisition.
This Announcement has been prepared for the purpose of complying with English law, the Listing Rules, the JSE Listings Requirements and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of England.
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or South Africa may be restricted by law. Persons who are not resident in the United Kingdom or South Africa or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with any such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom or South Africa may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or South Africa should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock Exchange, Finsurv, the JSE Listings Requirements and the Registrar of Companies. Further details in relation to Overseas Shareholders will be contained in the Offer Document.
The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended.
Additional information for US Investors
The Takeover Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under English law. The Takeover Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, to holders of Assura Shares resident in the United States ("US Assura Shareholders") pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. The Takeover Offer is being made in the United States by Bidco and no one else. The Takeover Offer will be made to US Assura Shareholders on the same terms and conditions as those made to all other Assura Shareholders to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to US Assura Shareholders on a basis comparable to the method that such documents are provided to the other Assura Shareholders to whom an offer is made.
The financial information included in this Announcement and the Offer Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the transfer of its Assura Shares pursuant to the Takeover Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Assura are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Assura Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Jefferies will continue to act as a connected exempt principal trader in Assura Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in this Announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.
Neither the US Securities and Exchange Commission, nor any US state securities commission or any securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy or accuracy of this Announcement. Any representation to the contrary may be a criminal offence in the United States.
Inside Information
This Announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.
Forward looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by KKR, Stonepeak, or Bidco contain statements about Bidco, Assura, any member of the Wider Bidco Group or any member of the Wider Assura Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider Assura Group's business.
Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco about future events and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. None of Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Wider Bidco Group, or any of their associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Bidco, KKR, Stonepeak, and the Wider Bidco Group expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
No profit forecasts, profit estimates or quantified financial benefits statements
No statement in this Announcement, or incorporated by reference in this Announcement, is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Assura for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Assura.
Rule 26.1 Disclosure
A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco's website at https://www.documentdisplay.com/offer-for-assura/disclaimer/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
This Announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
END
[1] Based on the PHP's closing share price on 7 August 2025 of 94.5 pence per PHP share, which is lower than the "breakeven" share price of 95.94 pence per PHP share at which the Bidco Best and Final* Increased Cash Offer and the Revised PHP Offer would have equivalent monetary value.
[2] Page 12 of PHP's Capital Markets Update entitled 'Primed For Growth' dated 24 July 2025. Link:
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