Nuveen to Acquire Schroders in Recommended Cash Offer
Nuveen to Acquire Schroders creates nearly $2.5 trillion manager and could drive repositioning flows in asset managers during approval review.
KEY TAKEAWAYS
- Recommended cash offer values Schroders at £9.9 billion.
- Combined group will manage nearly $2.5 trillion, creating one of the world's largest asset managers.
- Both boards approved the offer and Schroders recommended it; irrevocable undertakings covered about 42% of shares.
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Nuveen, LLC, a TIAA company, agreed on Feb. 12, 2026, to acquire Schroders plc in a recommended cash offer that the companies said would create one of the world’s largest asset managers. The transaction is expected to close in the fourth quarter of 2026, pending shareholder and regulatory approvals.
Deal Terms, Valuation, and Combined Scale
Nuveen will complete the acquisition through a newly formed subsidiary, Bidco (Pantheon, LLC), offering 590 pence in cash per Schroders share plus up to 22 pence in permitted dividends. The total valuation stands at £9.9 billion. This price represents roughly a 61% premium to Schroders’ three-month volume-weighted average price (VWAP) through Feb. 11, 2026, and implies about 17 times Schroders’ adjusted operating profit after tax for the year ended Dec. 31, 2025, assuming full dividends.
As of Dec. 31, 2025, Nuveen reported $1.4 trillion in assets under management (AUM), while Schroders reported $1.1 trillion. The combined entity will oversee nearly $2.5 trillion in assets, positioning it among the largest global asset managers with a broader product offering across public and private markets.[source:3]
Governance, Approvals, and Operational Plans
Both companies’ boards unanimously approved the offer, with Schroders’ board recommending it to shareholders. The announcement included irrevocable undertakings covering about 42% of Schroders’ shares, including holdings from the Principal Shareholder Group trustee companies and Schroders directors, signaling early vote support.
The transaction was announced under Rule 2.7 of the UK Takeover Code and remains subject to shareholder approval and antitrust and regulatory clearances under English law. The deal is expected to close in the fourth quarter of 2026.
Schroders will operate as a standalone business for at least 12 months after closing. Schroders CEO Richard Oldfield will continue to lead the unit, report to Nuveen CEO William Huffman, and join Nuveen’s executive team. London will serve as the combined group’s non-U.S. headquarters and largest office, housing about 3,100 professionals. The Schroders brand will be retained during integration.[source:3]
Nuveen’s advisors include BNP Paribas on financial matters and Clifford Chance on legal work. The company said the combination aims to expand its public-to-private platform, broaden geographic reach, strengthen the balance sheet, and enhance capabilities across equities, fixed income, multi-asset, infrastructure, private capital, real estate, natural capital, and wealth management.[source:3]
Nuveen CEO William Huffman described the deal as “an exciting and transformational step” to unlock new growth opportunities and broaden global presence.[source:3]
