Image source: Shutterstock

Highlights

  • Assura and Bidco agreed to a final all-cash takeover offer for Assura’s full share capital on 11 June 2025.
  • The company receives EU merger approval while Irish foreign investment clearance remains pending.
  • Bidco secures GBP 125 million financing through ISDA agreement with Jefferies International Limited.

Assura plc (LSE: AGR), is a UK-based real estate investment trust (REIT) focused on developing, investing in, and managing primary care and community healthcare properties. The company owns a large portfolio of medical centres across the UK and aims to deliver modern healthcare environments that support patient and community wellbeing. Assura is headquartered in Warrington, England, and is listed on the London Stock Exchange under the ticker AGR.

The company is advancing toward a change in ownership following an acquisition agreement with Sana Bidco Limited ("Bidco"), a consortium backed by funds affiliated with KKR and Stone peak. On 11 June 2025, Assura and Bidco confirmed their agreement on a best and final all-cash offer for the entire issued and to be issued share capital of Assura, now valued under the terms of a recommended takeover offer.

The acquisition, originally structured as a scheme of arrangement, has transitioned to a recommended takeover offer in accordance with section 974 of the UK Companies Act 2006. The proposed shift in structure is designed to facilitate implementation while preserving the financial and conditional terms agreed upon in the original scheme. Assura and Bidco confirmed that, aside from procedural adjustments to reflect the change in structure, the deal’s substance remains consistent with prior disclosures.

A full outline of the updated terms and structure will be presented in the Offer Document, expected to be published and mailed to Assura shareholders within 28 days of the 11 June announcement.

Bidco announced that the European Commission has granted merger control clearance for the acquisition, satisfying one of the key regulatory conditions outlined in the Scheme Document. Of the six regulatory conditions listed, only one remains outstanding foreign direct investment approval in Ireland. The company stated that it will provide a further update once all necessary antitrust and regulatory reviews have been completed or waived, as applicable.

On 16 June 2025, Bidco entered into a loan agreement with Jefferies International Limited (JIL) based on an International Swaps and Derivatives Association (ISDA) master confirmation framework. This agreement provides Bidco with a loan facility of up to GBP 125 million to help fund the transaction. Additionally, fund guarantees supporting this financing were executed by entities affiliated with KKR and Stone peak on 13 June 2025. These guarantees aim to support Bidco’s financial readiness for completing the acquisition.

With European regulatory approval now secured and funding arrangements in place, only the Irish foreign investment clearance remains before the deal can proceed to completion. The consortium has confirmed it will update stakeholders as further regulatory milestones are met.

AGR shares traded at GBP 50.15 as of 19 June 2025.