Zurich and Beazley boards agree in principle £8bn cash offer terms

Zurich Insurance Group and Beazley have confirmed they have reached agreement in principle on the key financial terms of a possible recommended cash offer for the insurer.

Under the proposal, Beazley shareholders would receive 1,310 pence per share in cash, with Beazley also paying permitted dividends of up to 25 pence in respect of the year ended 31 December 2025 prior to completion.

This implies a total value to shareholders of up to 1,335 pence per share.

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.

The proposed deal represents a 59.4% premium to the 30 day volume weighted average share price of 822 pence to the same date.

It also represents a 34.6% premium to Beazley’s previous all time high share price of 973 pence on 6 June 2025.

Beazley said that if the permitted dividend is paid in full, shareholders would receive in aggregate approximately £8bn.

This equates to 62.8% above Beazley’s market capitalisation implied by the closing share price on 16 January.

The companies said the combination would create a leading global specialty platform with around $15bn of gross written premiums.

The enlarged group would be based in the UK and would leverage Beazley’s Lloyd’s presence.

Beazley said its board has carefully considered the proposal with its advisers.

The board said the financial terms are at a level that it would be minded to recommend to shareholders if a firm intention to make an offer is announced under Rule 2.7 of the UK Takeover Code.

This remains subject to agreement of the remaining terms and definitive transaction documentation.

Zurich said it now intends to begin confirmatory due diligence on Beazley.

Any firm offer remains subject to customary pre conditions, including the completion of that due diligence to Zurich’s satisfaction.

Under Rule 2.6 of the Code, Zurich must announce by 17.00 UK time on 16 February 2026 either a firm intention to make an offer or that it does not intend to proceed.

Zurich said it reserves the right to vary the mix or composition of consideration, introduce other forms of consideration, or make an offer on less favourable terms in certain circumstances permitted under the Code.

Zurich also stated it reserves the right to reduce its offer by the amount of any dividend or capital distribution announced by Beazley after the date of the announcement, other than the permitted dividend.

Beazley added that a further announcement would be made “in due course”.