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Zurich and Beazley reach agreement on key financial terms

A step towards a potential acquisition
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Zurich has reached an agreement in principle with Beazley on the key financial terms of a potential recommended cash offer for all existing and to-be-issued ordinary shares of the specialist insurer.

Readers may recall that on January 4, 2026, Zurich submitted a proposal of 1,230 pence in cash per Beazley share to acquire 100% of the London-headquartered insurer. That offer was rejected by Beazley’s board on January 16.

Zurich returned on January 19 with an improved proposal of 1,280 pence per share, which was again rejected, with the board saying the offer “materially undervalues Beazley and its longer-term prospects as an independent company.”

Now, however, under the terms of this new proposal, Beazley shareholders would be entitled to receive a total value of up to 1,335 pence per Beazley share.

This reportedly 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.

Beazley explained that if the permitted dividend is declared and paid in full, its shareholders would receive, in aggregate, approximately £8 billion, which is 62.8% higher than Beazley’s market capitalisation as implied by its closing share price of 820 pence on 16 January 2026.

The Board of Beazley has reportedly “carefully considered” the new proposal, together with its advisers, and concluded that the financial terms are sufficient that it would be inclined to recommend them to shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced, subject to the satisfactory resolution of the remaining terms of the offer and the definitive transaction documentation.

Zurich, meanwhile, stated that it looks forward to commencing its confirmatory due diligence on Beazley and working with the specialist insurer towards a binding offer announcement.

The implications of such a transaction would be the combination of two highly complementary businesses, creating a leading global specialty platform with approximately $15 billion in gross written premiums, headquartered in the UK and leveraging Beazley’s Lloyd’s of London presence.

Helena Kingsley-Tomkins, VP-Senior Credit Officer at Moody’s Ratings, commented on the news, “Zurich’s bid for Beazley would accelerate its specialty insurance ambitions, adding scale in fast‑growing areas like cyber. But the deal’s high price and integration hurdles mean Zurich would face elevated execution risk and a short-term weakening of surplus capital.”

Update: Peel Hunt analysts have also commented on the deal, noting strategic merit from the merger for both companies, estimating that for Zurich the deal delivers 8% ROI including synergies.

“We believe this is a fair offer and discounts Beazley’s future prospects, as the rate cycle softens, including the excess capital we estimate Beazley will generate in the next three years,” said Peel Hunt analysts.

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