Ramsay sweetened its bid for the 37-strong hospital group to 250 pence per share earlier this month after key shareholders claimed its original 240p per share offer materially undervalued the business. However, at a General and Court Meeting this morning, votes in favour of the deal came in at 68.88% and 72.02% respectively – below the 75% threshold required to see it over the line.
The acquisition has now been terminated and the Scheme has lapsed.
Despite unanimous Board recommendation and the support of major shareholder Mediclinic, Spire’s second largest shareholder Fidelity along with Toscafund Asset Management, which recently upped its stake in the business from 5% to 8%, said it still undervalued the business.
Spire chairman Sir Ian Cheshire said the Board respected the decision of its shareholders and would now focus on executing the company’s growth strategy.
‘Throughout our ongoing engagement with shareholders, feedback has been overwhelmingly positive towards the long-term strategy and our strong management team,’ he said.
‘Whilst the majority of shareholders voted in favour of the Scheme, the result is clear. As a board, we are committed to representing the interests of our shareholders and have fulfilled our duty to present the proposed transaction for their consideration, given its value and structure.’
The company said its growth strategy remained anchored by continued investment in enhancing the quality of patient care, strong growth in self-pay, PMI recovery and ongoing NHS activity against a backdrop of record high waiting lists.
In addition, it said the business had a well invested portfolio of freehold properties offering a stable business and steady improvement in margins through the implementation of digital and operational efficiency measures.
CEO Justin Ash said: ‘Spire had strong prospects as a standalone business before the offer from Ramsay and that remains the case today. Our strategy has, and will continue to, prioritise investment in patient safety and quality of care in order to deliver sustainable long-term growth; this strategy has enjoyed strong shareholder support and we have remained focused on its execution throughout the Offer Period.
‘Led by our purpose, to make a positive difference to patients’ lives through outstanding personalised care, our colleagues have demonstrated outstanding commitment to patients, building admissions and addressing the treatment backlog throughout the pandemic and the Transaction. The board and management team are deeply grateful to all of them for their continued dedication.’