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Mio

Mergers and acquisitions insurance online

Filling the SME M&A risk protection gap

SME M&A Insurance Online

Mio

SME M&A Insurance Online

Mio™ – Real Assets

Real Assets Insurance Online

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Sio©

Sustainable M&A Insurance Online

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Why join the Mio journey

Mio is a brand new tech-enabled global product that redefines SME M&A insurance – bringing efficiency, flexibility and value to an otherwise underserved market.

Mio combines unrivalled M&A insurance expertise with the data and technology of our online marketplace to drive new SME business for our broker and insurer partners, and a better insurance experience for their customers.

Traditional M&A insurance products aren’t tailored to SMEs, can be time consuming to obtain and cost prohibitive, or just aren’t available on small to mid-sized transactions – often leaving clients under-protected or without cover at all.

As entrepreneurs with decades of experience in building businesses, we’ve felt that pain ourselves.

That’s why we’ve created Mio as the first online insurance solution for SME M&A deals that’s making it easier for insurers and brokers to serve a far wider range of customers in the SME segment.

That’s why we’ve built new technology specifically for this M&A vertical, and why Fusion and io.insure have partnered to deliver Mio and other specialist products to SME customers via ioPartners.

That’s why we’re inviting brokers, advisors and insurers to join us as ioPartners in the exciting growth of Mio and the io.insure marketplace – all working together in partnership to develop a new M&A insurance ecosystem.

What is Mio

Mio is an easy-to-access online product developed specifically for the SME business owner or buyer contemplating a sale or acquisition of a business.

The Mio policy protects the capital of the SME Buyer and Seller, reduces uncertainty, and enables them both to focus on getting their deal done.

Mio’s streamlined M&A insurance solution is offered via a standardised and automated workflow provided by io.insure, the world’s first online M&A insurance marketplace.

Leveraging Fusion’s specialist M&A underwriting expertise and io.insure’s unique combination of InsurTech, LegalTech and M&A tech in partnership with trusted insurers, Mio’s online process delivers fast turnaround times and peace of mind.

A standalone Mio policy can be underwritten and offered in just two to three days, compared to two to three weeks for traditional policies.

Benefits for the seller

Enables a clean exit
Easing of deadlocks and facilitation of the sale
Immediate distribution of sales proceeds with a reduced need for escrows
A more attractive target
Potential for a higher valuation
Specialist liability coverage

Benefits for the buyer

Improved certainty of payment due to insurer’s superior credit rating
Protects investment and supports lending for the transaction
Enhances the bid position and enables the transaction negotiations
Increases Board transaction comfort
Protects against future disputes involving target management
First party coverage

Protection features

Using a Seller Digital Disclosure Form (“2DF”) for Mio Seller Policies, or a Buyer Digital Due Diligence Form (“3DF”) for Buyer Policies, the digital experience seamlessly delivers a suite of “Covered Risks” that effectively transfer the risks arising in small-and mid-market-sized transactions.

Mio’s coverage is defined in its unique suite of “Covered Risks” which offer protection to a Buyer or a Seller for all the key categories of risks arising from the sale or acquisition.

Most importantly, the “Covered Risks” are standalone cover under the Mio Policy: they do not require a set of representations or warranty statements in the Sale Agreement to effect a transfer of risk.

Product Mio

Mio
Purchase Price
Australia in AUD
1m to 100m
United Kingdom in GBP
1m to 100m
United States in USD
1m to 100m
Sum Insured

Up to 100% Purchase Price:
Accepted Range:
Australia in AUD
Yes
1m to 10m
United Kingdom in GBP
Yes
1m to 10m
United States in USD
Yes
1m to 10m
Excess/Deductible

The fixed excess varies depending on the sum insured and purchase price and is provided in the Quote Pack. There is no minimum claims amount.

Policy Periods

A policy will provide protection for 5 years from the Completion Date for all Covered Risks

What is Covered?

The “Covered Risks” cover all the key categories of transaction risks arising as a result of a business sale including the following and more:
fundamental or title transfer
accounts inaccuracies
real property matters
rights to intellectual property
enforceability of material contracts
risks of employee disputes
tax liabilities

What is not Covered?

purchase price adjustments
policyholder’s knowledge
search results (or matters which would have been revealed from searches) of court or other public registers
any projection, estimate or forecast in relation to the business
cyber risks
any change of law or accounting policy
any criminal or civil fines or penalties to the extent uninsurable by law
any actual or alleged underpayment of employees

How do I enhance a transaction using Mio™?

The flexibility of Mio™ and its innovative technology allows the policyholder to tailor the most appropriate structure for their transaction requirements.

The following are two examples of options for incorporating Mio™ into a transaction:

Incorporate the Mio™ “Covered Risks” into the Sale Agreement (pre or post Signing) in the place of representations or warranties between the Buyer and Seller

Key benefits:
1) Consistency of risks covered between Sale Agreement and Mio™ policy
2) Potential for back-to-back cover

Obtain a Mio™ policy to sit alongside a negotiated Sale Agreement

1) Potential for broader cover under the suite of Mio™ “Covered Risks” compared to the scope of warranties a Seller of a small business typically gives under a small business sale contract
2) Protection for a Seller’s post sale capital in relation to all the categories of risk covered by the Covered Risks
3) Enhanced financial covenant strength for a Buyer who suffers a financial loss when compared to the limitations of a Buyer’s recourse against a Seller post transaction.

How to Mio

In a global partnership with Fusion Specialty Insurance, Mio products are available on io.insure, the world’s first online M&A insurance marketplace. To access Mio, Brokers, Advisors and their clients become ioPartners.

Mio is a straightforward, digitalized four-stage workflow, which delivers cover in a far shorter timeframe compared to traditional M&A insurance:

1

Project Setup

Initial Information & Participant Assignment

1
Offline: The broker / advisor contacts io.insure & Fusion seeking M&A Insurance.
2
An NDA is signed.
2

Quote Pack

Disclosure, Due Diligence, SPAs & Quotes

3
The Seller fills out its Digital Disclosure Form (“2DF”) and provides information required (including the SPA if seller-side policy) and access to the data-room.
4
The Buyer provides its Due Diligence Reports, the quality of earnings statement, information required, and the SPA (if Buyer-side policy).
5
The Buyer fills out the Digital Due Diligence Form (“3DF”) – for a buyer-side policy only.
6
Fusion appoints external counsel, which carries out a summary review.
7
Fusion delivers a Quote Pack offer – NBIL, Draft Policy, including a warranties schedule – to the Insured and its Advisor & Broker.
3

Binder Pack

Final Disclosure, Due Diligence, SPAs & Binding Quote

8
The 2DF, 3DF, SPA, disclosure information and due diligence reports are updated by the Seller, the Buyer and their Advisors and Broker.
9
Fusion provides a Binder Pack offer –Draft Policy including a warranties schedule – to the Insured and its Advisor & Broker.
4

Signing & Completion

Execution & Policy Issuance and Invoicing

10
The Execution SPA and Disclosure Letter is uploaded.
11
The Signing NCD is executed.
12
Fusion issues the policy.
13
An invoice is issued and settled on signing.
14
The parties confirm completion.
15
The Completion NCD is executed.
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