Spire Healthcare Group (LSE:SPI) has agreed to a recommended cash takeover by Tulip UK Bidco, a vehicle backed by a consortium including Toscafund Asset Management, THCP Advisory (Three Hills) and Ares Management.
The 250p per share offer values Spire's entire issued share capital at approximately £1,026.5 million and implies an enterprise value of approximately £2,307.6 million. The price represents a premium of 66.2% to Spire's closing price of 150.4p on 13 May (the day before the possible offer announcement) and equates to 8.6 times the company's adjusted EBITDA for the year ended 31 December 2025.
Spire runs 38 hospitals and more than 55 clinics across England, Wales and Scotland, treating over 1.36 million patients in 2025 and holding the largest UK market share by volume in knee and hip operations.
Eligible shareholders can alternatively roll some or all of their holdings into unlisted loan notes exchangeable for shares in the acquirer's parent, capped at 28 million Spire shares, though Spire's directors are not recommending this alternative and none intend to take it up themselves.
Rothschild & Co approached more than 60 potential acquirers over eight months following the Spire board's September 2025 strategic review; Tulip was the only party to table a formal proposal the board judged attractive enough to pursue.
Shareholders holding approximately 53.4% of Spire's issued share capital, including Mediclinic Jersey, Harwood Capital Management and Richard Griffiths, have given irrevocable undertakings to back the deal.
"The Cash Offer of 250p per share was higher than all other formal proposals received during this process, and provides certain value in cash today for Spire Shareholders," said Debbie White, Spire's Chair-Designate.
Subject to shareholder votes, court sanction and FCA approval of the change of control, the scheme is expected to become effective in the fourth quarter of 2026 or the first quarter of 2027.
News Intelligence what this means for the company
Spire Healthcare has agreed to a £1.03bn takeover by a Toscafund-led consortium at 250p per share, a 66% premium to the pre-announcement price. The deal follows an eight-month strategic review that attracted over 60 potential bidders but yielded only one formal proposal the board deemed acceptable; major shareholders holding 53.4% of shares have committed to back it, and completion is expected in Q4 2026 or Q1 2027 subject to shareholder vote, court sanction and FCA approval.
For Spire shareholders, the deal offers certain cash value at a material premium, though the eight-month process and single formal bid suggest limited competitive tension at the final stage. The enterprise value of £2.3bn at 8.6x adjusted EBITDA reflects the buyer's confidence in the UK private hospital operator's market position, but execution risk remains until regulatory clearance and shareholder approval are secured.
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