After a series of bids which reportedly started last year, the two companies seem to be moving closer to an agreement, it will be interesting to see if the FCA look at any final deal and its impact on the London/Lloyd’s market.
Here’s the latest update;
Joint Statement Regarding Possible Offer
Zurich and Beazley confirm that they have reached agreement in principle on the key financial terms of a possible recommended cash offer for the entire issued and to be issued ordinary share capital of Beazley by Zurich (the “Proposal”).
Under the terms of the Proposal, Beazley shareholders would be entitled to receive a total value of up to 1,335 pence per Beazley share. This comprises an offer price of 1,310 pence in cash, and Beazley paying its shareholders permitted dividend(s) in respect of the year ended 31 December 2025 of up to 25 pence prior to completion (the “Permitted Dividend”).
The offer price (excluding the Permitted Dividend) represents a premium of:
? 59.8% to Beazley’s closing share price of 820 pence on 16 January 2026, being the last business day prior to the offer period;
? 59.4% to Beazley’s volume weighted average share price of 822 pence for the 30-day period ended on 16 January 2026, being the last business day prior to the offer period;
? 34.6% to Beazley’s all-time high share price, prior to the offer period, of 973 pence on 6 June 2025.
Beazley notes that if the Permitted Dividend is declared and paid in full Beazley shareholders would receive, in aggregate, approximately ?8.0 billion, which is 62.8% higher than Beazley’s market capitalisation as implied by Beazley’s closing share price of 820 pence on 16 January 2026.
The transaction would combine two highly complementary businesses and would establish a leading, global specialty platform with ~$15 billion of gross written premiums, based in the UK which would also leverage Beazley’s Lloyd’s of London presence.
Beazley Board’s View on the Proposal
The Board of Beazley has carefully considered the Proposal, together with its advisers. The Board has concluded that the financial terms of the Proposal are at a level that it would be minded to recommend to Beazley shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on these financial terms, and subject to the satisfactory resolution and agreement of the other terms of the offer and definitive transaction documentation.
Next Steps
Zurich looks forward to commencing its confirmatory due diligence on Beazley and working with Beazley towards a binding offer announcement.
The announcement of any firm offer under Rule 2.7 of the Code in respect of the possible offer for Beazley is subject to the satisfaction or waiver of a number of customary pre-conditions, including the completion of confirmatory due diligence to the satisfaction of Zurich. For the purposes of Rule 2.5(a)(i) of the Code, this announcement has been made with the consent of Zurich. Zurich reserves the right to waive any pre-conditions to announcing an intention to make a firm offer pursuant to Rule 2.7 of the Code. The acquisition would be subject to customary conditions and terms to be set out in the firm offer announcement under Rule 2.7 of the Code.
Notices under the UK Takeover Code
There can be no certainty that any firm offer will be made, even if the pre-conditions referred to above are satisfied or waived.
In accordance with Rule 2.6(a) of the Code, Zurich is required, by no later than 5.00 p.m. (London time) on 16 February 2026, either to announce a firm intention to make an offer for Beazley in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, Zurich reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of its offer. Zurich also reserves the right to announce an offer for Beazley on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the Board of Beazley; (ii) if a third party announces a firm intention to make an offer for Beazley which, at that date, is on less favourable terms than those set out in this announcement; or (iii) following the announcement by Beazley of a Rule 9 waiver transaction pursuant to the Code or a reverse takeover (as defined in the Code). Zurich reserves the right to reduce its offer by the amount of any dividend or other distribution or return of capital which is announced, declared, made or paid by Beazley after the date of this announcement (other than the Permitted Dividend).
A further announcement will be made in due course.
The person responsible for arranging the release of this announcement on behalf of Beazley is Mark Stevens, Company Secretary.
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