Shareholders in Spire Healthcare have approved the proposed £1bn takeover of the private hospital group by an investment consortium involving Toscafund, THCP Advisory, and Ares Management, clearing two major conditions required for the acquisition.
The resolutions passed at separate court and general meetings on 30 October, allowing the transaction to progress towards its remaining regulatory and judicial approvals.
At the court meeting, 87.84% of shareholders voting supported the scheme, representing 99.90% of the shares voted. A separate resolution at the general meeting received support from 99.92% of votes cast.
The results satisfy the shareholder approval conditions contained in the scheme documentation. Completion remains dependent on the outstanding requirements, including approval from the Financial Conduct Authority and formal sanction of the arrangement by the court.
The consortium is seeking to acquire the shares it does not already own through Tulip UK Bidco, a company established for the transaction. Its offer provides eligible shareholders with 250p in cash per share, valuing Spire’s fully diluted equity at approximately £1.03bn.
The acquisition carries an implied enterprise value of approximately £2.31bn when the group’s wider financial obligations are taken into account. The 250p cash offer represents a 66.2% premium to Spire’s closing share price on 13 May, immediately before the earlier takeover approach became public.
Eligible shareholders have also been offered a limited alternative allowing them to exchange shares for securities in the acquiring group’s ownership structure, subject to the conditions set out in the scheme documents.
The proposed acquisition follows a strategic review undertaken by Spire’s board. The company considered a range of options for improving shareholder value, including continuing independently, asset disposals, and changes to its property portfolio.
Financial advisers contacted more than 60 prospective strategic and financial buyers during the review. The consortium’s offer ultimately provided the terms the board considered suitable to recommend to shareholders.
Spire operates 38 hospitals and more than 55 clinics across England, Scotland, and Wales, alongside occupational health and mental health services. Its facilities provide treatment for private medical insurance customers, self-paying patients, and people receiving NHS-funded care.
During 2025, the group delivered services to more than 1.36 million patients and workplace health clients, working with over 8,800 consultants. Its operations require continuing investment in clinical facilities, equipment, specialist personnel, and patient services.
The board identified those investment requirements alongside inflation, workforce costs, and uncertainty in healthcare demand when evaluating the proposed transaction. Although directors remained confident in Spire’s longer-term prospects, they considered the cash offer an attractive alternative to pursuing further development as a publicly listed company.
Toscafund has been an investor in Spire since 2021 and has previous experience in the independent healthcare sector. The proposed ownership arrangement would bring its interests together with capital managed or advised by the consortium’s other investment partners.
The acquiring investors have outlined an intention to maintain Spire’s clinical governance arrangements and established hospital operations while pursuing future investment opportunities. Those plans remain subject to the acquisition completing.
The shareholder vote represents a substantial procedural milestone, but the change of ownership has not yet taken effect. Spire will continue operating under its existing corporate structure until the remaining regulatory conditions are satisfied and the court-sanctioned scheme becomes effective.
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