Lumina advises the shareholders of Shields Reinsurance Brokers on its sale to GIC-backed Miller Group
Lumina Capital Advisers acted as lead M&A adviser to the shareholders of Shields Reinsurance Brokers on its sale to Miller Group, the international specialist (re)insurance broker backed by Singaporean sovereign wealth fund GIC. The deal underlines the continued appetite of international private equity and corporates for high-quality Middle East businesses.
Lumina Capital Advisers ("Lumina") is delighted to have advised the shareholders of Shields Reinsurance Brokers ("Shields"), the independent, Dubai-based reinsurance broker, on its sale to Miller Group ("Miller"), the international specialist (re)insurance broker backed by GIC, Singapore's sovereign wealth fund. The transaction has now completed following receipt of all necessary regulatory approvals, with the combined business operating under the new brand Shields Miller.
Founded in 2017, Shields has built a strong reputation across facultative and treaty reinsurance in specialty classes throughout the Middle East, North Africa and beyond. Its acquisition by Miller forms a central part of the group's strategy to expand its footprint across the MENA region, establishing a strategic placement hub in Dubai and strengthening its treaty reinsurance capabilities for clients internationally.
The transaction is a further example of international private equity and corporates recognising the importance of a strong Middle East presence in building a global business capable of serving its client base. It follows a string of recent Lumina-advised transactions connecting Middle East businesses with private equity-backed and multinational acquirers, and reinforces the UAE’s position as a hub for professional and financial services in the Gulf.
“This is a fantastic deal and congratulations to Ahmed, the whole team at Shields and Miller on this exciting combination. It brings together global capability with true regional (re)insurance knowledge and experience. Our specialist M&A completion expertise was able to support the shareholders of Shields in the most critical phase of the transaction, actively working to maintain and enhance value while collaboratively navigating key final commercial terms.”
Andrew Nichol, Senior Partner, Lumina Capital Advisers
Protecting and enhancing value after the LOI
Lumina took responsibility for post Letter of Intent (“LOI”) financial and commercial workstreams through to completion on behalf of the Shields shareholders. This is precisely the phase of a transaction where Lumina believes the greatest value is most at risk of being eroded, once headline commercial terms are agreed (or understood to be agreed) but before the detailed mechanics of the consideration, cash, debt and working capital have been finalised. On the Shields transaction, this work included:
Negotiating the headline commercials, defending and enhancing the value agreed at LOI stage through to signing and completion.
Supporting the analysis of the enterprise value to equity bridge, advising on the classification and calculation of cash, debt and net working capital, and on the calculation of the net working capital target, to ensure shareholder value was protected.
Supporting the analysis of the non-cash consideration offered as part of the transaction, assessing its day one value and likely returns for the shareholders.
Supporting the review of the completion accounts mechanism, related commercial terms and the financial definitions within the transaction documents, to ensure that what had been agreed commercially was captured and applied correctly in the legal documentation.
“Lumina’s expertise in closing mechanics and their commercially focused, collaborative approach were instrumental in delivering value and finalising our transaction.”
Ahmed Rajab, Founder & CEO, Shields Reinsurance
The Shields transaction is a clear illustration of the value that M&A support can add once an LOI is signed. Consideration structures, the calculation of non-cash consideration, completion mechanics and how financial concepts are documented can each materially move the final outcome for shareholders.
Without M&A advice, clients are often left exposed, having to compete against the buyer's FDD team and experienced counterparties without dedicated financial and commercial support of their own. Lumina's Deal Closing Advisory service is designed to fill that gap, working alongside legal advisers to own the financial and commercial layer of a transaction, reduce execution risk and improve day-one consideration for clients navigating the period between LOI and completion.
Lumina Capital Advisers focuses on transactions connecting the Middle East with the UK and international markets. From its hubs in Dubai and London, Lumina's team of experienced dealmakers has advised on more than 100 Middle East M&A and financing transactions, around half of which have involved international private equity from North America, Europe and Asia.
For more information on Lumina's Deal Closing Advisory service, please contact the Lumina team.