13th Jun 2025 16:33
(Alliance News) - Primary Health Properties PLC will ask its shareholders to vote on its takeover offer for peer Assura PLC, though Assura has backed a rival bid.
On Friday, the London-based healthcare facility investor said it will seek shareholder approval for the proposed Assura deal at a general meeting on July 1.
Signalling it is taking its offer directly to Assura shareholders, the company said Assura shareholders have up to August 12 to accept its offer.
Primary Health on Friday released the "offer document", which contains a letter from its chair, the full terms of the offer and an expected timetable of key events. It said the document provides details of the action to be taken by Assura shareholders has been published and posted to Assura shareholders.
Also, Primary Health said the UK's Financial Conduct Authority has approved the circular and prospectus containing details of its proposed offer.
Earlier in the day, Primary Health responded to the decision by Assura to accept a rival takeover bid, complaining about the "level of engagement" over Primary Health's offer.
It said it "strongly disagrees" with "certain assertions" made by Assura about the financial risks to the marriage between the two companies.
Assura on Wednesday this week backed an all-cash offer from a consortium led by Kohlberg Kravis Robert & Co Inc. The consortium, called Sana Bidco Ltd, is made up of private equity firm KKR and property investor Stonepeak Partners LP, both New York-based.
Under the terms of the "best and final" offer, KKR is offering Assura shareholders 50.42p in cash. In addition, Assura shareholders will retain the quarterly interim dividends of 0.84p each announced in February and May, making for a total offer of 52.1p.
While it has not improved its offer from last month, Primary Health noted that, based on its share price of 103.0p on Thursday, its proposal implies a total value of 53.0p Assura per share, inclusive of the Assura dividends. This is a 1.7% premium to the KKR offer.
In May, Primary Health sweetened its cash-share offer to 12.5p and 0.3769 of a new Primary Health share for each Assura share, valuing Assura at the time at 51.7p per share and GBP1.68 billion in total.
Primary Health said on Friday that while Assura has cited the due diligence process, Primary Health has concerns around the "level of engagement, objectiveness and responsiveness" in the process.
It said it remains ready to engage in dialogue with Assura to address its concerns and work towards the creation of a leading UK income focussed REIT.
Primary Health also on Friday said it will not reduce the value of its offer if Assura declares a special dividend of up to a maximum of 0.84p.
To increase the certainty of execution of its proposed deal, Primary Health said the acceptance condition will be reduced to 50%, the same as KKR.
Primary Health said it will continue to press Assura to cooperate to assist it with the completion of its regulatory clearances.
"PHP continues to work diligently with the relevant authorities to ensure all necessary filings are made and the approvals obtained as quickly as possible," Primary Health said.
Assura has said that Primary Health's offer would result in significant leverage, carried the execution risk, and would dilute its shareholders' exposure to private healthcare assets.
On Friday, Assura shares inched up 0.4% to 50.10p in London, and were up 8.7% at ZAR12.50 in Johannesburg. Shares in Primary Health were up 0.6% at 103.60p in London, and were up 7.3% to ZAR25.15 in Johannesburg.
By Artwell Dlamini, Alliance News reporter
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