• UK Takeover Panel issued decision in case of the takeover of Assura Plc by Sana Bidco Ltd.

Case Summary

• On 9 April 2025, the Boards of Assura and Sana Bidco announced they had reached agreement on terms of recommended cash offer for the entire issued and to be issued share capital of Assura (Original Sana Bidco Offer), and implemented by arrangement.
• On 16 May 2025, PHP announced its intention to make shares and cash offer for entire issued/to be issued share capital of Assura (Original PHP Offer), by a contractual offer.
• On 11 June 2025, the Boards of Assura and Sana Bidco each announced that they had reached agreement on the terms of a recommended best and final increased cash offer for the entire issued and to be issued share capital of Assura (Final Sana Bidco Offer),
• On 13 June 2025, PHP published an offer document in relation to the Original PHP Offer, setting 12 August 2025 as Day 60, which was defined as the date by which all conditions to Original PHP Offer must be satisfied or waived, or the offer must lapse.
• On 23 June 2025, the Boards of Assura and PHP announced that they had reached agreement on the terms of a new recommended increased shares and cash offer for the entire issued and to be issued share capital of Assura (Increased PHP Offer).
• Assura Board announced it had withdrawn recommendation of Final Sana Bidco Offer.
• UK TO Panel issued a Decision that in view of the circumstances, Day 60 of the offer timetable for both Final Sana Bidco Offer and Increased PHP Offer was 12 August 2025.