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(Sharecast News) - Primary Health Properties defended its 1.2bn offer for Assura on Friday, reiterating that the proposed all-share and cash deal offered strategic and financial benefits, as it urged Assura shareholders not to accept a rival bid from private equity-backed Sana Bidco.
PHP said that its offer, based on its 12 June closing share price of 103p, valued Assura at 53p per share, representing a 1.7% premium to the Bidco offer.
In a statement responding to Assura's 11 June recommendation of the Bidco proposal, PHP said it would support a special dividend of up to 0.84p per share to accelerate Assura's October dividend, and said it had also aligned its offer acceptance threshold with Bidco's at 50% of voting rights.
The FTSE 250 company rejected Assura's claims regarding financial and execution risks associated with the merger, pointing to a planned deleveraging strategy, supportive credit ratings, and positive early interest from joint venture partners in the anticipated asset disposals.
It also highlighted Fitch's confirmation that Assura would retain an investment-grade rating post-merger and said refinancing needs were well covered under its 1.225bn financing arrangements.
On execution risks, PHP noted its successful 2019 merger with MedicX and argued that the two firms' portfolios and systems were complementary.
It also emphasised its track record of outperforming Assura on total property returns over one-, three-, five-, and seven-year periods.
PHP also pushed back against Assura's comments on integration complexity and reduced exposure to inflation-linked leases, claiming the combined portfolio would deliver greater income security via a 6 billion platform of primarily government-let assets.
Finally, PHP said it had initiated pre-notification dialogue with the Competition and Markets Authority (CMA) and accused Assura of delaying the process by withholding key documents.
It urged cooperation to avoid unnecessary regulatory delays and said it remained open to further engagement.
At 1147 BST, shares in Primary Health Properties were down 0.38% at 102.61p.
Reporting by Josh White for Sharecast.com.