REG - Kohlberg Kravis R. Stonepeak Partners Assura plc - Offer Updates

AssuraAnnouncement

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RNS Number : 4831N  Kohlberg Kravis Roberts & Co LP  19 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS 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.

FOR IMMEDIATE RELEASE

19 June 2025

 

RECOMMENDED BEST AND FINAL* INCREASED CASH OFFER

for

Assura plc

by

Sana Bidco Limited

a newly formed company indirectly wholly owned by (i) funds advised by
Kohlberg Kravis Roberts & Co. L.P. ("KKR") and its affiliates and (ii)
funds advised by Stonepeak Partners LP ("Stonepeak") and its affiliates

UPDATE ON REGULATORY CONDITIONS AND BIDCO'S FINANCING ARRANGEMENTS

On 11 June 2025, the boards of directors of Assura plc ("Assura") and Sana
Bidco Limited ("Bidco") respectively announced that they had reached agreement
on the terms and conditions of a recommended best and final* increased cash
offer by Bidco for the entire issued and to be issued share capital of Assura
(the "Acquisition" or "Consortium Offer"). The Acquisition is intended to be
effected by way of a recommended takeover offer (as defined in section 974 of
the Companies Act 2006 (the "Companies Act")) (the "Takeover Offer").

Terms defined in Bidco's announcement on 11 June 2025 (the "Switch to Offer
Announcement") have the same meaning when used in this announcement. Save
where set out in the Switch to Offer Announcement, the terms and conditions of
the Acquisition remain unchanged from those set out in the Scheme Document
(subject to appropriate amendments to reflect the change in structure by which
the Acquisition is to be implemented, being by the Takeover Offer rather than
the Scheme). The amended conditions will be set out in full in the offer
document in relation to the Takeover Offer (the "Offer Document").

It is anticipated that Bidco will publish and post the Offer Document
(together with a form of acceptance) (where applicable) to Assura Shareholders
(other than Assura Shareholders located in any Restricted Jurisdictions, in
each case, where to do so would violate the laws of that jurisdiction) within
28 days of the date of the Switch to Offer Announcement, or such later date as
the Panel may determine in accordance with the Takeover Code.

Update on Regulatory Conditions

Bidco is pleased to announce that the Acquisition has now received merger
control clearance from the European Commission. Accordingly, condition 3(b) as
set out in Part A of Part 3 of the Scheme Document has been satisfied.

Of the other required antitrust and regulatory approvals, non-objections or
expiry of applicable waiting periods set out in conditions 3(a) to 3(f) of
Part A of Part 3 of the Scheme Document (the "Regulatory Conditions"), the
only Regulatory Condition that remains outstanding at the date of this
announcement is in respect of foreign direct investment in Ireland. Bidco will
provide an update once all of the Regulatory Conditions have been satisfied or
waived, as applicable.

The Consortium Offer remains subject to the satisfaction (or, if applicable,
waiver) of the remaining conditions.

Updates on Bidco's Financing Arrangements

Bidco announces that, on 16 June 2025, Bidco entered into an ISDA-based loan
agreement documented by way of a master confirmation (the "ISDA Loan
Agreement") between Bidco and Jefferies International Limited ("JIL"), under
which JIL agreed to provide funding to Bidco up to the maximum principal
amount of £125,000,000. In conjunction with the ISDA Loan Agreement, certain
funds and other entities respectively affiliated with KKR and Stonepeak
entered into a fund guarantee with JIL on 13 June 2025 (as may be amended from
time to time, the "Fund Guarantee"). Copies of the ISDA Loan Agreement and the
Fund Guarantee are available, subject to certain restrictions relating to
persons in, or resident in, Restricted Jurisdictions, on Bidco's website at
https://www.documentdisplay.com/offer-for-assura/
(https://www.documentdisplay.com/offer-for-assura/) and on Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak)
.

* 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 otherwise 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.

Important Notices

Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco, KKR and Stonepeak 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 or Stonepeak 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, each of Jefferies, Barclays and Stifel 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.

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, 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Assura Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Assura Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Assura may be provided
to Bidco, KKR and Stonepeak during the Offer Period as required under Section
4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Publication on a website

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 Assura's website at
www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak
(http://www.assuraplc.com/investor-relations/shareholder-information/offer-from-kkr-and-stonepeak)
 and on Bidco's website at https://www.documentdisplay.com/offer-for-assura/
(https://www.documentdisplay.com/offer-for-assura/) 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.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or financial services provider duly authorised
under the FAIS Act if you are resident in South Africa or, if not, from
another appropriate authorised independent financial adviser.

 

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