REG - Kohlberg Kravis R. Assura plc - Update Following Discussions with Assura plc Board

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RNS Number : 5770U  Kohlberg Kravis Roberts & Co LP  08 August 2025

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

 

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 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 (whereas Bidco notes that the Competition and Markets Authority
has an ongoing inquiry into the anticipated acquisition by PHP of 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 remains a significant proportion of unhedged merger arbitrageurs in
Assura who will 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.

 

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:

 

 Jefferies International Limited (Financial Adviser to Bidco)  +44 (0) 20 7029 8000
 Philip Noblet
 Dai Clement
 Thomas Forrow
 Tom Yeadon
 Thomas Bective
 Andrew Morris

 FGS Global (PR Adviser to Bidco)                              +44 (0) 20 7251 3801
 Faeth Birch                                                   KKR-LON@fgsglobal.com
 Alastair Elwen
 Oli Sherwood

 

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/
(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:

https://www.phpgroup.co.uk/application/files/4217/5335/2535/PHP_Capital_Markets_Update_July_2025_vFF.pdf
(https://www.phpgroup.co.uk/application/files/4217/5335/2535/PHP_Capital_Markets_Update_July_2025_vFF.pdf)
 

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