Schroders on its £9.9bn recommended cash offer by Nuveen

£9.9bn

valuation of Schroders

US$2.5tn

in combined AUM

137 years

of trusted advice to
longstanding client, Schroders

Transaction overview

01	On 12 February 2026, the boards of Schroders plc and Nuveen, LLC, a subsidiary of the Teachers Insurance and Annuity Association of America, announced that they had reached agreement on the terms of a recommended combination.
02	Schroders shareholders will receive a total value of up to 612 pence per share, comprising 590 pence in cash and aggregate dividends of up to 22p, representing a 42% premium to the volume-weighted average price per Schroders share for the three-month period ended on the last business day before announcement of the transaction.
03	Nuveen received irrevocable undertakings to vote in favour of the transaction in respect of 671,032,159 Schroders shares, representing approximately 42 per cent. of Schroders’ issued share capital.
04	Completion of the transaction is expected during Q4 2026, subject to customary closing conditions including required regulatory approvals.

Strategic rationale

Create one of the world’s largest active asset managers

The transaction brings together two complementary businesses to create one of the world’s largest active asset managers, with nearly $2.5tn of AUM, balanced across institutional and wealth channels.

Enhanced scale and capabilities in the world’s largest investment markets

The combined group will benefit from enhanced scale and capabilities in the world’s largest investment markets, with global distribution spanning more than 40 markets, enhancing the existing international footprint of each firm while maintaining a local presence in significant markets.

The combined group will play an enhanced role in the UK financial services sector

Supporting both the UK economy and enhancing the transatlantic partnership in financial services. London will serve as the non-US headquarters for at least five years from completion and the combined group will remain committed to supporting the UK capital markets.

Greater opportunity to build resilient portfolios

The breadth and depth of combined capabilities will provide greater opportunity to build resilient portfolios for both wealth and institutional clients through a unified, differentiated, and integrated public-to-private platform.

Closely aligned organisational cultures

The ownership structure of Teachers Insurance and Annuity Association of America, and the long-standing family commitment to Schroders, which have been developed over approximately 110 and 220 years respectively, have fostered closely aligned organisational cultures. Both organisations share a strong commitment to investment performance, client service excellence, leadership in sustainability and innovation.

What value did we bring?

Market-leading public M&A and FIG sector expertise

We combined our experience from advising on more UK public M&A deals over £5bn in the last 10 years than any other firm and our extensive financial services expertise to guide Schroders through this pivotal, high-profile and complex transaction.

Global, multi-disciplinary execution

Acting as global deal counsel for British-based Schroders on its acquisition by a US asset manager, with combined distribution across 40 markets, we led all aspects of legal advice to Schroders, and deployed a multi-disciplinary team spanning corporate, M&A, antitrust, FDI, financial regulatory, employment, incentives, pensions, tax and more.

People-focused advice at scale

Schroders’ employees are considered by Nuveen as key to the continued success of the combined group. We provided bespoke employment and incentives advice to achieve this, navigating the regulatory backdrop to the remuneration of financial services professionals.

Longstanding relationship and trusted adviser

Our deep understanding of Schroders’ business, governance and regulatory environment from advising Schroders for many years enabled us to lead this complex transaction with speed and confidence at a critical moment for the business.

Deal team

James Cook Partner

Richard Hilton Partner

Nick Bonsall Partner

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This material is provided for general information only. It does not constitute legal or other professional advice.

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