Zurich and Beazley Agree Terms on £8bn Deal -

LLOYDS BROKER LONDON pexels-harry-shum-17627821-13419123

It’s a mega deal and it’s over the line, here are the details FYI;

The Boards of Zurich and Beazley announce that they have agreed the terms of a recommended all-cash offer by Zurich for the entire issued and to be issued share capital of Beazley (the “Transaction“). The Transaction combines two highly complementary businesses to establish a global leader in Specialty insurance, headquartered in the UK, that leverages Beazley’s Lloyd’s presence.

Under the terms of the Transaction, Beazley Shareholders will be entitled to receive a total value of 1,335 pence per Beazley Share, comprising 1,310 pence in cash per Beazley Share (the “Cash Consideration“) and a dividend of 25 pence per Beazley Share.

Terms of the Transaction

Beazley Shareholders will be entitled to receive Cash Consideration of, in aggregate, approximately £8.1 billion (US$10.8 billion). The Cash Consideration represents a premium of approximately:

· 59.8 per cent. to Beazley’s Closing Price of 820 pence on 16 January 2026 (being the last Business Day before the Offer Period);

· 59.4 per cent. to Beazley’s volume-weighted average share price of 822 pence for the 30-day period ended on 16 January 2026; and

· 34.6 per cent. to Beazley’s all-time high share price, prior to the Offer Period, of 973 pence on 6 June 2025.

Including the permitted interim dividend payment of 25 pence per Beazley Share (which has been approved by the Beazley Directors) (the “Permitted Dividend“), Beazley Shareholders will be entitled to receive, in aggregate, approximately £8.2 billion (US$11.0 billion) on a fully-diluted basis, which is 62.8 per cent. higher than Beazley’s fully-diluted market capitalisation implied by Beazley’s Closing Price of 820 pence on 16 January 2026.

Rationale for the Transaction

The Transaction represents a strong step in accelerating Zurich’s strategy to create the global leader in Specialty insurance. It builds on the investments Zurich has already made in developing its market leading Specialty franchise, which currently writes c.US$9 billion of Specialty gross written premiums as at 31 December 2025. The Combined Group:

· Creates the leading Specialty underwriter globally with c.US$15 billion in combined Specialty gross written premiums on a pro forma basis as at 31 December 2024, spanning a broad, well-diversified and highly attractive range of product lines, supported by top‑tier underwriting talent, best-in-class financial strength and enhanced distribution capabilities.

· Combines complementary capabilities in growing markets. Beazley brings extensive expertise in high‑growth Specialty segments including Cyber, Marine, E&S, Political Risk, Fine Art & Specie and Financial Lines. This adds diversification and provides immediate scale in fast expanding markets. Beazley’s products will broaden Zurich’s Specialty offering, supporting deeper relationships with leading brokers and increasing wallet share.

· Expands Zurich’s market reach and distribution with a broader Specialty product range and access to Lloyd’s, and in particular will support clients in secular growth areas such as infrastructure and technology.

· Has a shared culture of underwriting excellence. The Transaction places a clear emphasis on retaining and developing underwriting talent and preserving the underwriting cultures that underpin the strong performance of both businesses, with London expected to remain the key hub for the Combined Group’s global Specialty operations.

· Delivers enhanced value for Zurich shareholders, in part through unlocking growth and synergies, and in turn accelerates Zurich’s journey to exceed its financial targets for 2025-27. The Transaction is expected to unlock material incremental revenue growth opportunities estimated to be in excess of US$1 billion per annum in the medium term, approximately US$150 million of combined annual pre‑tax run‑rate cost savings by 2029 and meaningful capital synergies with a current estimation of c.US$1 billion of one‑off capital extraction within the first two years following Completion.

Zurich expects the Transaction to be financially compelling, delivering mid-single digit Core EPS accretion from the first year of completion and a double-digit return on investment in the medium term. This will accelerate Zurich’s journey to exceed its financial targets for the 2025-27 period with Core EPS compound annual growth of >9 per cent., Core RoE of >23 per cent. and cash remittances of >US$19 billion (subject to an SST floor of 160 per cent.).

Recommendation of the Beazley Directors

· The Beazley Directors, who have been so advised by J.P. Morgan Cazenove, Barclays and Evercore as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing its advice to the Beazley Directors, J.P. Morgan Cazenove, Barclays and Evercore have taken into account the commercial assessments of the Beazley Directors. Barclays and Evercore are providing independent financial advice to the Beazley Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the Beazley Directors intend to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Beazley Shareholders vote in favour of the Beazley Resolutions to be proposed at the General Meeting (or in the event that the Transaction is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), as the Beazley Directors who are interested in Beazley Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 1,957,497 Beazley Shares representing approximately 0.33 per cent. of Beazley’s issued share capital as at the Last Practicable Date.

Background to and reasons for the Beazley Directors’ unanimous recommendation

Founded in 1986, Beazley is a leading global specialty insurer, underwriting over US$6 billion in gross premiums annually from its Wholesale (Lloyd’s), North American and European platforms. The Beazley Group offers over 50 products across five core divisions (Cyber, Digital, MAP, Property and Specialty), focusing on emerging and complex risks where its data and underwriting expertise is a key differentiator. Beazley has demonstrated the ability to deliver superior financial outcomes through the cycle, with a 10 year average return on equity of 15.5 per cent. and a 20 year total shareholder returns (TSR) of 2,200 per cent., materially outperforming global Specialty insurance peers. In November 2025, Beazley set out its strategic priorities within its Capital Markets Day, and the Beazley Directors continue to see tangible progress against these priorities, with notable milestones achieved over the second half of 2025.

Whilst the Beazley Directors are very confident in the Beazley Group’s standalone prospects and in the attractiveness of Beazley’s business model fundamentals, they recognise that the delivery of future value is inherently uncertain and exposed to factors beyond the company’s control. Accordingly, the Beazley Board has considered the terms of the acquisition with its financial advisers, as well as consulted with Beazley shareholders, and has concluded that it represents an attractive proposal that delivers a strong premium to Beazley’s share price and a compelling multiple of 2025 tangible net asset value.

In addition to the financial terms, the Beazley Directors have also taken into account Zurich’s stated intentions for the business, management, employees and other stakeholders, as well as its acquisition track record and model. The Beazley Directors are pleased to note that Zurich intends that Beazley will be at the core of the Combined Specialty Business and that Zurich sees Beazley’s existing talent and leadership team as integral to drive and build the success of the Combined Specialty Business. Zurich has committed to safeguarding the employment and pension rights of Beazley employees, and indicated that the Combined Specialty Business will continue to be organised around lines of business.

Comments on the Transaction

Commenting on the Transaction, Mario Greco, Chief Executive Officer of Zurich, said:

“This Transaction is a strong step in accelerating Zurich’s Specialty strategy. Together with Beazley, we will create the world’s leading Specialty underwriter, with around US$15 billion of pro forma gross written premiums, exceptional underwriting expertise and data capabilities, and leading access to global distribution.

Leveraging Beazley’s established Lloyd’s platform, the Combined Specialty Business will be headquartered in London and will be a powerful platform for long-term growth in Specialty lines.

The combination is financially compelling, delivering attractive Core EPS accretion from the first full year after completion, double-digit returns on investment in the medium term, and a clear path to exceeding our financial targets for the 2025-2027 period.

We are committed to championing underwriting excellence, retaining key talent and maintaining the Beazley brand within the broader Zurich Group.”

Commenting on the Transaction, Clive Bannister, Chair of Beazley, said:

“I am proud of everything Beazley has achieved in its first 40 years in business, growing from a Lloyd’s syndicate to a global specialty insurance leader and a member of the FTSE 100.

Combining with Zurich, at a price which reflects an attractive value for shareholders, will create a US$15 billion global leader in specialty underwriting. The Beazley Board is pleased to recommend acceptance of Zurich’s offer.

On behalf of the Beazley Board, I want to thank all those involved in making Beazley the leading specialty underwriting company it is today and I look forward with great anticipation to all we will achieve in the future.”

Commenting on the Transaction, Adrian Cox, Chief Executive Officer of Beazley, said:

“Beazley relentlessly prioritises underwriting discipline, combined with a culture of innovation, to achieve growth and deliver success. This has made us a leading global brand in specialty insurance.

Today’s announcement signals our joint intent to build a US$15 billion, global specialty leader – with Beazley at its core. It will be a leading provider in cyber, a top-ten participant in the US Excess and Surplus Lines market and the leader at Lloyd’s.

Our clients and brokers are navigating an era of accelerating risk, which also represents an outsized growth opportunity for specialty insurance. By combining our deep underwriting expertise and broad market reach, we will be able to support them to meet the challenges of an increasingly complex and volatile risk landscape.”

Transaction Details and Timing

· Beazley Shareholders will be entitled to receive and retain the Permitted Dividend in the form of an interim dividend payment (which has been approved by the Beazley Board) in relation to the year ended 31 December 2025, expected to be paid on 1 May 2026 and in any case prior to the Effective Date.

· It is intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement between Beazley and the Scheme Shareholders under Part 26 of the Companies Act (or, if Zurich so elects, and subject to the consent of the Panel and the terms of the Co-operation Agreement, by way of a Takeover Offer). The purpose of the Scheme is to provide for ZIC, a wholly-owned subsidiary of Zurich and the ultimate operating company of the Zurich Group, to become owner of the entire issued and to be issued share capital of Beazley. It is intended that Beazley will become a wholly-owned subsidiary of ZIC following the Effective Date.

· If, on or after the date of this Announcement and on or prior to the Effective Date, any dividend, distribution or other return of capital is announced, declared, made, or paid or becomes payable in respect of Beazley Shares (other than, or in excess of, the Permitted Dividend) Zurich reserves the right to reduce the Cash Consideration by an amount up to the amount of any such dividend, other distribution or return of capital, in which case any reference in this Announcement or in the Scheme Document to the Cash Consideration will be deemed to be a reference to the Cash Consideration so reduced.

· The Transaction will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement (and to the full terms and conditions which will be set out in the Scheme Document), including, among other things: (i) approvals by the requisite majorities of the Scheme Shareholders at the Court Meeting of the Scheme and of the Beazley Shareholders at the General Meeting of the Beazley Resolutions; (ii) the Court sanctioning the Scheme; (iii) the satisfaction of certain competition and regulatory conditions, including (amongst others) receipt of approval from the PRA, FCA, CBI, Lloyd’s, FINMA, MFSA, CID, CMA and the European Commission; (iv) the Transaction becoming Effective no later than the Long Stop Date; and (v) a copy of the Court Order being delivered to the Registrar of Companies. The Transaction does not require the approval of Zurich’s shareholders.

· The Transaction will be put to Scheme Shareholders at the Court Meeting and to Beazley Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, present and voting (and entitled to vote), either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Beazley Shareholders representing at least 75 per cent. of votes cast at the General Meeting (expected to be held immediately after the Court Meeting). Following the Court Meeting, the Scheme must also be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective.

· It is expected that the Scheme Document, containing further information about the Transaction and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Beazley Shareholders as soon as reasonably practicable and within 28 days of this Announcement (unless a later date is agreed between Beazley and the Panel). The Beazley Meetings are expected to be held in April 2026.

· The Scheme is expected to become Effective during H2 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices.

The Transaction will be subject to the Conditions and certain further terms set out in this Announcement, including Appendix 1 to this Announcement, and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the bases of calculation and sources of certain information contained in this Announcement. Details of the irrevocable undertakings received by Zurich from the Beazley Directors in connection with the Transaction are set out in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

Investor presentation

Subject to certain restrictions, an investor presentation will be available to all interested parties at www.zurich.com/beazleyoffer.