Spire Healthcare Shares Edge Higher After Toscafund-Led Consortium Agrees £1bn Takeover

Spire Healthcare Group (LON: SPI) has risen around 3% Monday as investors digested Friday’s recommended cash offer from Tulip UK Bidco Limited, a vehicle backed by a consortium including Toscafund Asset Management, THCP Advisory (Three Hills) and Ares Management.

The company also announced changes to its Board and senior management team, with Justin Ash to retire from his role as CEO. The process of identifying a successor is ongoing.

Sir David Sloman, Non-Executive Director and Vice Chair, will assume the role of Interim CEO.

Under the terms, Bidco will pay 250p in cash for each Spire share, valuing the FTSE 250 hospital operator’s equity at approximately £1,026.5 million and implying an enterprise value of around £2,307.6 million. The offer represents a 66.2% premium to Spire’s undisturbed share price of 150.4p on 13 May 2026, and a 20.2% premium to the 208p close on 17 September 2025, before the offer period began. It equates to roughly 8.6 times 2025 adjusted EBITDA.

Shareholders will also have the option of an Alternative Offer, exchanging shares for unlisted rollover securities in the new private structure, capped at 8.5% of scheme shares.

The deal follows an eight-month strategic review during which Rothschild & Co approached more than 60 potential buyers; Bidco was the only party to table a formal, sufficiently attractive proposal. Toscafund, Spire’s second-largest shareholder since 2021, has been a long-term backer of the group.

Spire’s board, advised by Perella Weinberg, Rothschild and J.P. Morgan Cazenove, is recommending the deal unanimously. Irrevocable undertakings covering roughly 53.4% of share capital—including from Mediclinic Jersey, Harwood Capital and Toscafund—have already been secured.

Chair-Designate Debbie White said the offer “represents the best available outcome,” citing execution risks in the standalone plan amid cost pressures and subdued UK equity market sentiment. The transaction, structured as a scheme of arrangement, is expected to complete in Q4 2026 or Q1 2027, subject to shareholder and court approval.