Toscafund, Three Hills, Ares consortium agrees $1.4bn buyout of Spire Healthcare

• Represents a 66.2% premium to Spire’s undisturbed share price
• Toscafund, a Spire shareholder since 2021, is among the consortium members
• Shareholders holding about 42.2% of shares have given irrevocable undertakings to back the deal

Toscafund Asset Management, THCP Advisory (Three Hills) and Ares Management have agreed to take Spire Healthcare Group private in a recommended cash acquisition that values the London-listed hospital operator’s equity at approximately £1.0 billion ($1.4 billion; €1.2 billion) on a fully diluted basis and implies an enterprise value of approximately £2.3 billion ($3.1 billion; €2.7 billion).

Under the deal, Spire shareholders will receive 250 pence ($3.38; €2.91) in cash for each share, a premium of 66.2 percent to Spire’s closing share price of 150.4 pence on 13 May 2026, the last trading day before the companies confirmed takeover talks, and 20.2 percent to its share price on 17 September 2025, before the formal offer period began. The offer implies an enterprise value multiple of approximately 8.6x Spire’s adjusted EBITDA for 2025. The acquisition will be carried out through a newly formed vehicle, Tulip UK Bidco, indirectly owned by the consortium, and implemented via a UK court-sanctioned scheme of arrangement.

Eligible shareholders may alternatively roll some or all of their holdings into loan notes exchangeable for unlisted B shares in the deal’s holding company, capped at about 28 million Spire shares, equivalent to roughly 8.5 percent of scheme shares.

Toscafund has been a Spire shareholder since 2021 and is part of the consortium behind Tulip UK Bidco. Spire’s board launched a formal strategic review in September 2025, including a possible sale, after which Rothschild & Co, acting as lead financial adviser, contacted more than 60 potential buyers over roughly eight months. Bidco was the only party to submit a formal proposal at a level the board considered worth pursuing, following an initial approach from the consortium in March 2026.

Three shareholders holding about 42.2 percent of scheme shares, in addition to Toscafund, have given irrevocable undertakings to vote in favor of the deal at the upcoming court and general meetings.

Spire operates 38 hospitals and more than 55 clinics across England, Wales and Scotland, working with over 8,800 consultants. The group treated 1.36 million inpatients, outpatients, day case patients and workplace health clients in 2025, with 98 percent of its inspected locations rated “good” or “outstanding” by health regulators. Adjusted free cash flow grew at a compound annual rate of 32 percent between 2022 and 2025, while return on capital employed rose from 6.2 percent to 8.0 percent over the same period.

Spire’s financial advisers were Berenberg, Perella Weinberg, JP Morgan Cazenove and Rothschild & Co. Darblay Capital advised Bidco.

Editor’s note: This news brief was produced with the assistance of artificial intelligence.