The Assura saga continues as its board, alongside PHP’s board, has announced the terms of a recommended combination of the two companies.

The Assura board of directors have unanimously concluded the offer is in the best interests of Assura shareholders and recommended it should be accepted.

The offer will increase the previous combined shares and cash offer, pursuant to which PHP will acquire the entire issued or to be issued ordinary share capital.

Assura was advised by Lazard.

The offer would give Assura shareholder around 0.39 PHP shares plus 12.5 pence in cash for each Assura share they hold, in addition to a ‘special dividend’ of 84 pence per share.

A mix-and-match facility will enable shareholders to vary the proportions of cash and shares received, other than restricted overseas persons.

This values Assura at approximately £1.79bn or 55 pence per share, a substantial premium on the recent offer by Sana Bidco (a company formed by the consortium of KKR and Stonepeak) which valued the company at just under £1.7bn or 52.1 pence per share.

Subject to full acceptance of the Increased PHP Offer, following completion of the Combination, Assura Shareholders would hold approximately 48 per cent. of the Combined Group’s issued share capital.

Non-executive chairman of PHP Harry Hyman said: “The PHP board continues to believe in the strong strategic rationale of the combination, which will create a leading healthcare-focused listed REIT with the scale and expertise to deliver significant benefits for the Shareholders in PHP and Assura.

“The PHP board welcomes the recommendation of the Assura Board and, as a significant individual shareholder in PHP, I look forward to the significant value creation potential in the future from the combined group.”

Meanwhile Assura’s non-executive chairman, Ed Smith, said: “Following recent engagement between PHP and Assura, PHP has today further increased the terms of its offer and has also addressed some of the potential risks that Assura had previously raised.

“The Assura board has always been and will remain resolutely focused on carrying out its fiduciary duties in the interest of Assura shareholders and in this context has decided to recommend this increased offer from PHP.”

The offer is subject to PHP shareholders’ acceptance of it, foreign direct investment, and antitrust, competition, and merger control.