Spire Healthcare (SPI) takeover: 250p cash offer from Tulip UK Bidco
Spire Healthcare (SPI) has agreed a recommended cash offer of 250 pence per share from Tulip UK Bidco, a company owned by a consortium of Toscafund, THCP and Ares. The scheme document was published on 29 September 2026, and shareholders vote on 30 October 2026. The company expects the deal to take effect in the final quarter of 2026 or the first quarter of 2027.
SPI Spire Healthcare Group
As of 30 Sep 2026 ↗
Every step · 6
- 19 Sep 2025 review – The Company confirms that it is working actively with its lead financial adviser Rothschild & Co and has commenced a process to hold discussions with a... ↗
- 3 Dec 2025 approach – Despite strong progress in business transformation, due to market trends, we expect full-year adjusted Group EBITDA for FY25 to be around the bottom end of... ↗
- 18 Feb 2026 offer – Bridgepoint and Triton are required, by not later than 5.00pm on 21 March 2026, either to announce a firm intention to make an offer in accordance with Rule... ↗
- 7 Sep 2026 offer · 250p – each Scheme Shareholder at the Scheme Record Time will be entitled to receive: for each Scheme Share: 250 pence in cash ↗
- 29 Sep 2026 offer – the Spire Directors unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Spire Shareholders vote in... ↗
- 30 Sep 2026 offer – Adjusted EBITDA decreased 16.6% to £112.4m, reflecting inflation across a largely fixed cost base and the NHS revenue shortfall. ↗
What is happening
Tulip UK Bidco Limited will buy all the Spire shares that the consortium does not already own. The consortium is made up of funds managed or advised by Toscafund Asset Management, THCP Advisory and Ares Management. The deal is set to be carried out by a court-approved scheme of arrangement.
The Spire directors unanimously recommend that shareholders vote in favour. The financial terms are described as final. Bidco may change them only in exceptional circumstances and with the consent of the Takeover Panel.
How it got here
In September 2025 the board said it believed its strategy, freehold property and well-invested assets were not fully reflected in the share price. It began talks with several parties about options, including a possible sale. In December 2025 it said that NHS commissioning had slowed, and that full-year 2025 adjusted EBITDA would be around the bottom end of its £270m to £285m guidance.
In February 2026 the deadline for Bridgepoint and Triton to announce a firm offer or walk away was extended to 21 March 2026. The company has not said how their interest ended. The offer now on the table comes from a different consortium, announced on 7 September 2026.
The numbers
The 250p offer values Spire at about £1,026.5m on a fully diluted basis, with an enterprise value of about £2,307.6m. That is about 8.6 times adjusted EBITDA for 2025. The company states a premium of about 66.2% to the 150.4p close on 13 May 2026, the last business day before the Possible Offer Announcement. It is about 20.2% above the 208.0p close on 17 September 2025, the last business day before the offer period began.
The latest close, on 23 October 2026, was 247.5p, just below the offer price. In the half year to 30 June 2026, revenue was £792.7m and adjusted EBITDA fell 16.0% to £112.4m. Net bank debt was £337.8m.
What comes next
The Court Meeting begins at 12.00 p.m. on 30 October 2026 at 3 Dorset Rise, London. The General Meeting follows at 12.15 p.m. or as soon after the Court Meeting ends. The scheme needs approval from shareholders at the Court Meeting, a resolution passed at the General Meeting, and then sanction by the Court. It is also subject to other conditions in the scheme document.
The company expects the deal to take effect in the final quarter of 2026 or the first quarter of 2027. It has not given a more precise date.
What to watch
Watch the vote outcomes and whether the other conditions are met. The company urges shareholders to cast as many votes as possible at the Court Meeting.
Shareholders can instead choose an Alternative Offer of unlisted, largely non-transferable rollover securities, at 2.5 for each Spire share. It is capped at 28,000,000 shares, about 8.5% of scheme shares.
Trading remains a factor. NHS revenue fell 14.3% in the half year, and the company points to tighter insurer claims authorisation and tender activity.
Questions
How much is the Spire Healthcare takeover offer?
Tulip UK Bidco offers 250 pence in cash per share. That values Spire at about £1,026.5m on a fully diluted basis.
When is the Spire shareholder vote?
The Court Meeting and General Meeting are on 30 October 2026 in London. The Court Meeting starts at 12.00 p.m.
When will the Spire takeover complete?
The company expects it to take effect in the final quarter of 2026 or the first quarter of 2027. It also needs shareholder approval and Court sanction.
Sources
- 19 Sep 2025 Response to speculation
- 3 Dec 2025 Trading Update
- 18 Feb 2026 Extension to deadline under Rule 2.6(c)
- 7 Sep 2026 Recommended Offer for Spire Healthcare Group plc
- 29 Sep 2026 Publication of Scheme Document Announcement
- 30 Sep 2026 Results for the six months ended 30 June 2026
From the company's own announcements; text written 24 Oct 2026. Not investment advice.
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