Zurich Insurance Group's possible offer for Beazley

Zurich - Zurich has announced that it has submitted an improved proposal to the Board of Beazley to acquire 100% of Beazley. Under the terms of this proposal, Beazley shareholders would be entitled to receive 1,280 pence in cash per Beazley share.

Zurich has reiterated to Beazley that given its desire to proceed at pace, Zurich’s offer price provides full value for Beazley across all relevant metrics, and is designed to facilitate prompt engagement.

This offer price represents a premium of

• 56% to Beazley’s closing share price of 820 pence on 16 January 2026, being the last business day prior to submission of the proposal;
• 56% to Beazley’s volume weighted average share price of 822 pence for the 30 day period ended on 16 January 20261;
• 27% to the median of sell-side analysts’ price targets for Beazley of 1,010 pence on 16 January 2026; and
• 32% to Beazley’s all-time high share price of 973 pence on 6 June 2025.

Following previous proposals, on 4 January 2026, Zurich submitted a proposal to the Board of Beazley at 1,230 pence in cash per Beazley share. On 16 January 2026, the Board of Beazley rejected the proposal as significantly undervaluing Beazley. These offer prices would be reduced for any dividends declared or paid from the date of this announcement.

Zurich believes that its proposal provides Beazley shareholders immediate and certain cash value for their investment at a level that exceeds what Beazley could achieve over a reasonable timeframe through the execution of its strategy (as set out at Beazley’s Capital Markets Day on 25 November 2025), and fully reflects Beazley’s fundamental value.

The transaction would create a global leader in Specialty insurance with c.$15 billion of gross written premiums, exceptional data availability and underwriting expertise, leading market and distribution capabilities and outstanding reinsurance and technology infrastructures. This combination of two highly complementary businesses would establish a leading global Specialty platform, based in the UK which would also leverage Beazley's Lloyd's of London presence. The transaction would be in line with the strategic priorities indicated at Zurich’s Investor Day on 18 November 2025. It would be funded through existing cash and new debt facilities, with the remainder funded through an equity placing, and would be accretive to Zurich's 2027 financial targets.

Zurich is a global leader in commercial lines insurance and a market leader in the UK. In 2024, Zurich’s global P&C business generated gross written premiums of c.$47 billion, of which c.$5 billion in the UK. Moreover, Zurich has recently reinforced its strategic direction through the creation of a Global Specialty Unit, allowing for greater focus on a Specialty business which already has significant scale (c.$9 billion of premiums in 2024).

Zurich is a disciplined acquirer with a strong focus on returns, and believes the transaction would deliver attractive returns for both Zurich’s and Beazley’s shareholders. Zurich has submitted this significantly increased proposal with a view to securing engagement from the Board of Beazley so that both companies can deliver a transaction.

Notices under the UK Takeover Code

There can be no certainty that any offer will be made. A further announcement will be made if and when appropriate. In accordance with Rule 2.6(a) of the Code, Zurich is required, by not 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.