Why Assura shares have not reached the cash offer price12 Mar 2025 17:56
SCRATCH 49
I quote part of your comment at 15:45 today:
" ... could someone tell me why these shares have not reached the cash offer price . Am I missing something.?"
The main reasons are TIMING and EXECUTION RISK.
TIMING
Assuming that the KKR / Stonepeak consortium's bid is successful (i.e. all pre-condtions are satisfied - see "Execution Risk" below) it will be a few months, and possibly 6 months, from now until they complete their purchase of AGR's shares and AGR shareholders get their money. The shares will not be worth the offer price of (disregarding any dividends paid in the meantime) 48.56p until the completion date. If people buy AGR shares at 48.56p today they will not make any gain between today and completion and, being out of their money for that period, they will be deprived of whatever income, such as interest, which that money would otherwise generate in that period. Accordingly, people buying the shares today will not pay the full offer price of 48.56p which will be the value on completion of the takeover in, say, 6 months. Until completion the share price has a discount to the 48.56p to compensate for what people's money could earn in the period to completion. It will reflect underlying interest rates such as the rate paid on bank deposits. Other people can tell you what the discount rate is. I guess that at the moment it is something like 5% on an annual equivalent basis. If the rate is 5% pa, the time element will account for about 1p of the 2p or so of the discount, i.e the amount by which the current share price falls short of the consortium's cash offer price.
EXECUTION RISK
Bid scenarios involve uncertainty. Right now the consortium's offer for AGR is merely a proposal which is sufficiently attractive to the board that they are letting the consortium go through the books to do their "due diligence". If the consortium finds anything adverse, e.g. a serious detrimental financial issue, they are likely to reduce their 48.56p proposal to reflect the detriment and might decide to pull out altogether.
If due diligence does not throw up any thing nasty, the consortium will elevate their current proposal to a formal takeover offer. Their put-up or shut-up deadline for this is 5 pm on Monday 7 April 2025. If their proposal becomes a formal takeover bid, the lawyers will prepare formal bid documents which will provide for lots of conditions to be satisfied before the takeover can go ahead. One very important condition is getting AGR's shareholders' approval for the bid. If all condtions are waived by the consortium or are satisfied the bid goes unconditional and completes. If not, the bid falls through.
In addition to the time factor, the current share price is at a discount to the 48.56p proposal to reflect execution risk. This is the risk that the takeover does not happen because the consortium does not make a formal offer or, if they do, some of its condtions are not satisfied or waived so they pul