Just Group sold for $3.2bn

October 2025 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

October 2025 Issue

In a strategic move to expand its presence in the UK pension risk transfer market, Canada’s Brookfield Wealth Solutions (BWS) has agreed to acquire financial services firm Just Group for $3.2bn (£2.4bn).

Under the terms of the agreement, Just shareholders will receive 220 pence per share in cash. This offer represents a premium of approximately 75 percent compared with Just’s closing share price on 30 July 2025, the day before the announcement, and a 60 percent premium based on the three-month volume-weighted average price. Subject to shareholder and regulatory approval, the transaction is expected to complete in the first half of 2026.

The acquisition will be executed through Bidco, a wholly owned subsidiary of BWS. Upon completion, Just Group and BWS’s recently launched UK insurance subsidiary, Blumont Annuity Company, will merge to form a single consolidated insurance group operating under the Just brand. The combined entity will be headquartered in London and led by Just’s existing senior management team.

The merger is designed to strengthen Just’s capabilities in the UK pension risk transfer segment, which currently manages over £1 trillion in assets and anticipates annual transaction volumes of £40-50bn. The integration with Blumont is expected to enhance Just’s ability to serve both small and large pension schemes, offering expanded de-risking solutions and a broader range of competitively priced products.

The combined group will also benefit from access to Brookfield Asset Management, which originates low-volatility assets well-suited to insurance balance sheets and long-dated liabilities. Just stated that Brookfield’s investment management expertise will support the delivery of more robust retirement solutions to a wider customer base. BWS believes the acquisition will be transformational for its UK ambitions, positioning the group as a leading platform for future growth.

Sachin Shah, chief executive of BWS, commented: “The acquisition of Just will accelerate our growth ambitions for the UK, a core region for us given its status as one of the world’s preeminent pension markets combined with highly attractive investment opportunities. We look forward to supporting Just’s growth in the UK, building on its commitment to providing financial certainty and excellent service to its policyholders.”

John Hastings-Bass, chair of Just, added: “The Just Board is pleased to recommend the acquisition by BWS, which delivers certain value for shareholders at an attractive cash premium. The acquisition reflects the strength of Just’s business and the significant financial and strategic progress the Just management team, led by David Richardson, has delivered in recent years. The Just Board also welcomes BWS’s strategic plans for Just, which it believes will benefit existing and future customers, Just employees and the UK economy through investment in important productive assets.”

David Richardson, group chief executive of Just, said: “The proposed combination with BWS reflects the strength of the Just platform and the long-term value of the strategy we have delivered. BWS and the wider Brookfield group’s scale, investment expertise and alignment with our purpose will enable Just to broaden its reach and enhance its offering, which will accelerate the fulfilment of our purpose to help more people achieve a better later life. I am really proud of what the Just team has accomplished and grateful for the valuable support our shareholders have shown us over the past years. We look forward to building on our successful growth strategy and strong culture as we enter this exciting next phase for Just.”

This acquisition follows another major deal in the UK pension risk transfer market. In July 2025, Athora Holding Ltd. announced its £5.7bn acquisition of Pension Insurance Corporation Group (PICG). Upon completion, PICG will become Athora’s UK insurance business, continuing to operate under the PIC brand. The transaction is expected to close in early 2026, subject to regulatory approval.

Richard Summerfield