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, the final business day before the offer was possible. It equates to roughly 8.6 times 2025 adjusted operating income.

Hedge fund manager Martin Hughes, dubbed “the Rottweiler”, founded Toscafund in 2000, led the consortium made up of his fund, private equity firm Three Hills and US-based investment manager Ares, which will acquire the Spire Health through a newly created company Tulip UK Bidco.

Chief executive Justin Ash will step down from the private hospital group as it prepares for a change of ownership. Mr Ash will step down after nine years in the top job, with non-executive director and vice chair Sir David Sloman becoming the interim chief executive while it undertakes a search for a permanent replacement.

Sir Ian Cheshire will step down as chair, with Debbie White taking on the role on an interim basis. Bidco intends to appoint former Circle Health Group chief executive Paolo Pieri as chair, following its takeover.

Bidco claimed that private ownership of the healthcare provider would give Spire greater flexibility to invest for the long-term, with plans centred on its core hospitals business alongside investment in technology, artificial intelligence and digital patient services.

The takeover is expected to be implemented through a court-sanctioned scheme of arrangement and become effective in the final quarter of 2026 or first quarter of 2027, subject to regulatory, court and shareholder approvals.

The cash offer has been unanimously recommended by the Spire board, stating it provides the shareholders with certain value following a review that involved discussions with more than 60 potential buyers over the past eight months.

Bidco is funding the cash payout for Spire through five sources:

• Equity - from Tosca Investors: Three Hills, Ares and Barings fund, via the equity commitment letter (Topco A ordinary shars, and in some cases A1 ordinary shares and bridge kicker shares.
• Senior first-out debt: £250m from Three Hills, Ares and Barings credit funds
• Senior last-out debt: £160.5m term loan plus a £35m term loan (facility B), same lender group
• Subordinated debt: £250m to Midco from the same three credit funds, downstreamed to Bido intra-group
• Senior bridge facility: £500m from NatWest.

Total debt package: £1.195bn across the four debt tranches, before equity. Once Spire is re-registered as private, Bidco plans to fully replace the NatWest bridge facility with the Song Facility Agreement.

Darblay Capital, as Bidco’s financial adviser, confirms sufficient resources exist to meet the cash consideration in full.