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Highlights

  • Assura adjourns key shareholder meetings for Bidco’s recommended cash offer.

  • PHP’s rival share-and-cash offer prompts ongoing due diligence by Assura.

  • Decision pending as Assura evaluates strategic and financial merits of both offers.

Assura plc (LSE:AGR) has officially confirmed the adjournment of its Court Meeting and General Meeting, initially scheduled to facilitate the approval of a cash acquisition by Sana Bidco Limited. The adjournment, announced on 5 June 2025, follows an ongoing competitive situation involving a rival offer from Primary Health Properties plc (PHP).

The process began on 9 April 2025, when Assura and Sana Bidco Limited—a newly formed entity indirectly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP—announced the terms of a recommended all-cash offer (the “Cash Offer”) for the full issued and to be issued share capital of Assura. A formal Scheme Document detailing the terms of this offer was posted to shareholders on 14 May 2025.

However, the dynamics changed when Primary Health Properties plc (PHP) submitted a rival share-and-cash proposal on 16 May 2025, in line with Rule 2.7 of the UK Takeover Code. This second proposal prompted a reassessment by the Assura Board regarding the most favourable path forward for its shareholders.

As a result, on 23 May 2025, Assura announced its intention to adjourn the shareholder meetings required to approve the Bidco transaction. The formal adjournment was executed on 5 June 2025, with no new date set pending further developments.

In tandem, the Assura Board initiated reciprocal due diligence with PHP to comprehensively evaluate the merits of the competing offer. The company has confirmed that due diligence remains active, with ongoing information exchange between both parties. Assura stated it is working collaboratively with PHP to progress the review in a timely and structured manner.