Lumina advises reinsurance broker Shields on sale to global player Miller
Shields, a reinsurance broker based in Dubai, has been acquired by global player Miller. Lumina Capital Advisers acted as the lead sell-side M&A adviser.
Founded in 2017, Shields has built a track record in facultative and treaty reinsurance across specialty classes in MENA and beyond, serving a client base comprising insurers, reinsurers, and takaful companies.
In February, Shields announced that it has decided to join Miller, with the deal formally closing this week following the receipt of all necessary regulatory approvals..
Commenting on the deal, Shields CEO and Founder Ahmed Rajab said: “From the outset, it was clear that Miller shares our long-term vision, and with access to its scale, expertise and global reach, we are now ideally positioned to accelerate our growth. As part of Miller, we look forward to enhancing our capabilities, delivering broader solutions to clients, and continuing to strengthen Dubai’s position as a premiere reinsurance hub.”
Headquartered in London, Miller has more than 1,000 colleagues worldwide. The acquisition strengthens its presence in the MENA region and deepens its reinsurance capabilities.
“We are pleased to have completed the acquisition of Shields,” noted James Hands, CEO of Miller. “This partnership enhances our treaty reinsurance capabilities and establishes a strategic placement hub in Dubai. We very much look forward to working with the team as we deepen our offering across the region.”
Effective July the 31st, the combined business will operate under the merger brand Shields Miller.
The deal
Lumina Capital Advisers acted as lead M&A adviser to the shareholders of Shields. Andrew Nichol, Senior Partner at the M&A consultancy, commented: “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.”
Lumina took responsibility for post Letter of Intent (LOI) financial and commercial workstreams through to completion on behalf of the Shields shareholders. This work included negotiating the headline commercials, supporting the analysis of the enterprise value and ensuring that the value agreed in the LOI was maintained through to signing and completion.
The dealmakers also supported 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.
Nichol said that the Shields transaction provides 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 M&A team and experienced counterparties without dedicated financial and commercial support of their own. Our 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.”
Reflecting on the successful collaboration, Shields chief executive Rajab stated: “Lumina’s expertise in closing mechanics and their commercially focused, collaborative approach were instrumental in delivering value and finalizing our transaction.”
With hubs in Dubai and London, Lumina is a leading M&A consultancy to corporates and private equity funds. In the region, the team has advised on more than 100 transactions, around half of which have involved international private equity from North America, Europe and Asia.
Miller
For Miller, the Middle East bolt-on comes within a year of its acquisition of AHJ Holdings, the parent company of Alwen Hough Johnson and AHJ. That deal expanded Miller’s treaty reinsurance business and added teams across North America, the Caribbean and the Nordics.
Miller is backed by Singaporean sovereign wealth fund GIC and is a member of Worldwide Broker Network, a global network of independent insurance brokers with combined annual revenues of $14 billion.
