Proposed Offer Terms
Under the proposal, Beazley shareholders would receive 1,280 pence in cash per share. The offer aims to reflect full value across relevant metrics and support prompt engagement with Beazley’s board.
The proposed price represents several premiums based on recent market data:
- A 56% premium to Beazley’s closing share price of 820 pence on Jan. 16, 2026, the last business day prior to submission of the proposal.
- A 56% premium to the 30-day volume-weighted average share price of 822 pence for the period ending Jan. 16, 2026.
- A 27% premium to the median sell-side analyst price target of 1,010 pence as of Jan. 16, 2026.
- A 32% premium to Beazley’s all-time high share price of 973 pence on June 6, 2025.
The offer price would be reduced by the amount of any dividends declared or paid after the date of the announcement.
Background on Prior Proposals
Earlier this month, a prior proposal valued Beazley at 1,230 pence per share. Beazley’s board rejected that offer on Jan. 16, 2026, stating that it significantly undervalued the company.
Rationale for the Proposed Transaction
According to the announcement, the current proposal provides Beazley shareholders with immediate and certain cash value. The proposal also reflects Zurich’s view that the offer exceeds the value Beazley could achieve over a reasonable timeframe through execution of its existing strategy, as presented at Beazley’s Capital Markets Day on Nov. 25, 2025.
The transaction would combine two complementary specialty insurance businesses and create a global specialty insurance platform with approximately $15 billion in gross written premiums. The combined business would benefit from underwriting expertise, data availability, market and distribution capabilities, and established reinsurance and technology infrastructure. The platform would be based in the UK and would leverage Beazley’s presence at Lloyd’s of London.
The proposed transaction aligns with strategic priorities outlined at Zurich’s Investor Day on Nov. 18, 2025. Funding would come from existing cash, new debt facilities, and an equity placing. The transaction is expected to be accretive to Zurich’s 2027 financial targets.
Zurich’s Market Position
As a global commercial lines insurer, Zurich holds a leading position in the UK market. In 2024, the company’s global property and casualty business generated approximately $47 billion in gross written premiums, including approximately $5 billion in the UK.
Recent strategic developments include the creation of a Global Specialty Unit, which provides increased focus on specialty insurance. That business generated approximately $9 billion in premiums in 2024.
Next Steps Under the UK Takeover Code
No certainty exists that an offer will be made. Under Rule 2.6(a) of the UK Takeover Code, Zurich must announce by 5 p.m. London time on Feb. 16, 2026, either a firm intention to make an offer under Rule 2.7 or that it does not intend to make an offer, which would trigger Rule 2.8. The Takeover Panel may extend this deadline only with its consent.
The announcement also notes that Rule 2.5(a) of the Code allows Zurich to vary the form or composition of consideration or introduce other forms of consideration. The company also reserves the right to announce an offer on less favorable terms under specific circumstances outlined in the Code, including board agreement, a competing third-party offer, or certain corporate actions by Beazley. Any dividends or distributions declared or paid after the announcement date may reduce the offer value.
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