LSE:SPI - Spire Healthcare is in the spotlight because the UK's largest listed independent hospital group has agreed to leave the stock market. On 7 September 2026 the board announced a recommended cash offer of 250 pence per share from Tulip UK Bidco, a vehicle backed by funds managed by Toscafund, Three Hills and Ares. The deal values Spire's Equity at about £1,026.5 million on a fully diluted basis and implies an Enterprise value of roughly £2.31 billion.

The agreement ends a sale process that has run for most of 2026, involved at least two Private Equity suitors who walked away, and needed several extensions of the Takeover Code's "put up or shut up" deadline. A Takeover Panel ruling days later has effectively locked the price in place.

For shareholders, the story has shifted from whether a bid would emerge to whether the agreed scheme will complete, and on what timetable.

What Spire Does and Where Its Money Comes From

Spire runs 38 hospitals across England, Wales and Scotland, plus more than 60 clinics, medical centres and consulting rooms, according to its 2025 results. Revenue comes from three main streams: patients covered by private medical insurance (PMI), self-pay patients, and the NHS, which buys elective procedures from independent providers to help reduce waiting lists. In the year to 31 December 2025, private patient revenue rose 1.7 per cent to £1,010.1 million. NHS revenue rose 11.4 per cent to £407.9 million, although growth slowed sharply from 16.2 per cent in the first half to 6.8 per cent in the second as commissioning tightened.

Group revenue for 2025 was £1,579.8 million, up 4.5 per cent, and adjusted EBITDA rose 3.2 per cent to £268.6 million. Adjusted profit before tax, however, fell 7.4 per cent to £46.5 million, and the final Dividend was cut to 1.5p from 2.3p. Net bank Debt stood at £332.4 million, or 2.0 times EBITDA.

Terms of the Toscafund-Led Offer

The 250p price represents a 66.2 per cent premium to Spire's closing price of 150.4p on 13 May 2026, the last Business day before the consortium's possible offer was made public, and a 28.7 per cent premium to the 12-month volume-weighted average price of 194.3p. The company said the price implies a multiple of 8.6 times 2025 adjusted EBITDA.

The deal is structured as a court-sanctioned scheme of arrangement. It needs approval from 75 per cent by value, and a majority in number, of scheme shareholders voting at a court meeting, plus a general meeting resolution, court sanction and FCA approval of the change of control of regulated entities. Completion is expected in the fourth quarter of 2026 or the first quarter of 2027, and a scheme document was due within 28 days of the announcement.

Support is already substantial. Irrevocable undertakings and commitments cover about 214.9 million shares, or 53.4 per cent of Spire's issued capital, including Toscafund's own 18.6 per cent stake.

The board said the 250p offer was higher than all other formal proposals received. Interim chair Debbie White said there were "further steps required" to deliver Spire's standalone plan, with uncertainty and execution risk attached, while describing the long-term prospects for UK independent healthcare as strong.

How the Sale Process Unfolded

Spire's 2025 results, published on 5 March 2026, confirmed it was "actively evaluating" Options that could include a sale, extracting value from its property estate and operational changes. Bridgepoint had been in formal talks since January, and Triton was also interested, but both withdrew on 20 March. Bridgepoint said it could not get enough confidence in a structure that would work for all stakeholders.

The Toscafund consortium's non-binding 250p proposal surfaced on 14 May, and the deadline for a firm offer was extended several times over the summer before the deal was agreed around the 5 September cut-off. The review approached more than 60 potential buyers, according to the offer announcement.

Management is also changing. Chief executive Justin Ash is retiring, with David Sloman stepping in as interim chief executive. Ian Cheshire has stepped down as chair, with Debbie White taking the role on an interim basis, and Paolo Pieri, former chief executive of Circle Health Group, is lined up to chair the business after completion.

The Takeover Panel Ruling

On 11 September the Takeover Panel published a ruling that Bridgemere Securities, acting in concert with Bidco, had sold 22,435,739 Spire shares, about 5.57 per cent of the issued capital, at 245p on 9 September without the Panel's consent or the 24 hours' public notice required under Rule 4.2 of the Takeover Code.

As a result, Rule 4.2(c) restrictions now apply. Bidco and its concert parties cannot buy further Spire shares and cannot revise the offer except in exceptional circumstances with Panel consent. Both Spire and Bidco accepted the ruling. In practice, this makes an improved bid from the consortium very unlikely, so 250p is almost certainly the final price on the table.

Headwinds Behind the Board's Decision

The board's reasoning points to a harder operating environment. It cited volatile sector conditions and material cost pressures, including higher national insurance contributions and national minimum wage rates. Spire estimated those two items alone cost about £15 million in 2025, offset by roughly £30 million of transformation savings.

NHS Demand is the biggest swing factor. In March, Spire expected first-quarter 2026 NHS revenue to be down about 25 per cent year on year because of activity management plans, and said it did not expect NHS revenue to return to year-on-year growth in 2026. It targeted 2026 EBITDA broadly in line with 2025, helped by private revenue growth of around 4 per cent in the first quarter and further cost savings.

For shareholders, the main risks now relate to the deal. It could be delayed or Fail at the court or general meeting stage, a condition might not be met, or regulatory approval could take longer than expected. If the scheme lapsed, the shares would once again trade on Spire's standalone prospects and a tougher NHS commissioning backdrop.

Key Milestones Ahead

The next steps are publication of the scheme document setting out the timetable, the court meeting and general meeting, FCA change-of-control approval and, finally, court sanction.

Weighing Certainty Against Recovery Potential

Spire's takeover saga has settled on a recommended 250p cash offer, backed by irrevocables over more than half the Share Capital and effectively capped by the Takeover Panel's ruling. The board argues that certain cash beats a standalone plan exposed to NHS Volatility and cost inflation. Remaining uncertainties centre on execution: Shareholder votes, regulatory clearance and timing. Until then, the shares are likely to track the offer terms rather than trading news.