Belgian insurer Ageas has agreed to acquire esure from Bain Capital in a transaction valued at £1.295 billion.
The deal strengthens the insurer’s UK personal lines position and broadens its distribution capabilities in the region.
The deal, which remains subject to regulatory clearance and is expected to close in the second half of 2025, marks a strategic move under Ageas’s Elevate27 plan to grow its footprint in core European markets.
The acquisition will bring Ageas UK together with esure, forming what the company expects to become the third-largest personal lines insurance provider in the UK.
esure operates as a digitally focused personal lines insurer, with business primarily sourced through price comparison websites. Its portfolio includes the esure, Sheilas’ Wheels, and First Alternative brands, with more than 2.1 million policies in force and annual gross written premiums exceeding £1 billion.
By combining operations, Ageas anticipates reaching £3.25 billion in gross written premiums by 2028, while also expanding its underwriting reach across a broader demographic. The insurer said the deal would support a more diversified distribution model, blending direct-to-consumer and broker-led channels.
Financing for the acquisition includes a mix of surplus cash, debt, and equity instruments. The firm has secured a bridge facility backed by BofA Securities and Deutsche Bank Luxembourg. Despite the acquisition, Ageas expects its Solvency II ratio to remain above 200%, with a projected reduction of around 10 percentage points.
For 2024, Ageas reported €1.24 billion in net operating profit and €2.2 billion in operational capital generation. The insurer ended the year with a Solvency II ratio of 218% and €1.07 billion in liquid assets.
Hans De Cuyper, CEO of Ageas Group, said the agreement fits with the group’s ongoing strategy to enhance long-term shareholder value through targeted acquisitions.
“This transaction will allow us to offer competitive value propositions to a wider customer profile via a multi-channel distribution model, positioning Ageas UK as one of the top three personal lines insurers. Acquiring esure also supports our strategic ambitions of re-balancing our group profile towards businesses with high cash conversion,” he said.
Ant Middle, who leads Ageas UK, said the addition of esure complements the company’s existing strengths.
“As demand for motor and home insurance grows, Ageas will be perfectly positioned to gain market share and become the insurer of choice for our existing and new customers. The combined Ageas and esure franchise will benefit from an outstanding customer offering, through market leading technology and prominent brands, that will drive our expansion into new customer demographics,” he said.
esure CEO David McMillan noted that the two companies are a strong operational fit, with complementary capabilities.
“Combining Ageas’s scale, financial strength, and excellent broker relationships with esure’s strong retail brands, market-leading data capabilities, and strength on PCWs, alongside a shared technology platform, will enhance our combined ability to invest in our customer proposition and open up new opportunities for growth,” he said.
Bain Capital acquired esure in 2018 and has supported its shift to a tech-enabled insurer. Partner Luca Bassi said Ageas is well-positioned to take the company forward. “This transaction is a testament to esure’s strong market position and the state-of-the-art technology platform built under Bain Capital’s tenure, with the business now at record levels of profitability. We are confident that Ageas is the right partner to continue this legacy of success and innovation,” he said.
Ageas expects the integration to be largely completed during its current strategic cycle. The firm projects cost savings in excess of £100 million annually and forecasts a return on investment above 12%, with benefits to free cash flow beginning in 2028.
This acquisition follows Ageas’s December 2024 deal with Saga, in which it took over underwriting for motor and home policies under a 20-year affinity partnership. That agreement included the purchase of Acromas Insurance Company Limited, furthering Ageas’s expansion in the UK market.
