Lumina acted as lead financial adviser to Sudlows Consulting Group on its acquisition by PIF-backed Kent plc
Lumina acted as lead M&A adviser to the UK shareholders of Sudlows Consulting, a leading critical infrastructure and data centres engineering business, on the Group’s landmark acquisition by Saudi Arabia’s SWF backed, global engineering group, Kent PLC
Sudlows Consulting (“SC”), a UK owned business, headquartered in Dubai with operations across the UAE, Saudi Arabia, India and South Africa has been delivering data centre projects across 20 countries, providing cutting edge engineering solutions to blue chip hyperscalers such as Microsoft, AWS, Equinix, GDH and Khazna.
The deal exemplifies a complex set of key strategic themes playing out in the growing cross-border Middle East M&A space:
Regional Champions becoming Global Champions in key verticals aligned with Saudi Vision 2030– following the global acquisition of Kent PLC in 2023 by Nesma and Partners, a PIF backed company, with a strategy of aggressive growth, this transaction marks Kent’s strategic entry into the high-growth data centre engineering market, providing a global platform to lead in this sector globally.
Deep understanding of mid-east and international markets required – The business was marketed to key international strategic and private equity players in the sector and received significant interest from US, European and Middle East bidders. The key factor determining the selection of the preferred bidder was understanding the nuanced complexities of execution of such a deal in the markets that the business operates, and the bidder’s ability to navigate, understand and execute such a deal in practice. Leveraging our combined 150+ years of international experience with our 25+ years of on-the-ground Middle East M&A dealmaking, long standing relationships with key decision makers and understanding of their strategies, we were able to unlock the right strategic acquirer in Kent plc.
Innovative deal mechanics – As both continuing and exiting shareholder had differing objectives, and to align with the buyer’s strategy, we were able to achieve a full exit for non-management shareholders through the use of Warranty and Indemnity (W&I) insurance, while crafting a partial cash-out and significant further upside in an earnout for continuing shareholder management. While W&I insurance is popular in developed markets, this was one of the first significant deals where it was utilized outside of private equity deals in the region
Navigating nuanced closing conditions – Given the dynamic evolution and changing governmental, legal and regulatory aspects of regional M&A, we were able to implement, through our practical experience, a swift and pragmatic approach to obtaining UAE approvals and Saudi Arabia competition authority regulatory approvals to bring this deal to a financial close.
John Rippingale, CEO of SC, who continues to lead the business following the Kent acquisition commented: “Lumina ran a highly effective and professional international sale process and was instrumental in ensuring our collective objectives were met, while minimising our risk. Their deep understanding of Middle East and UK dealmaking was a key factor that contributed to the success of this deal.”
George Traub, Managing Partner, Lumina said “We are delighted with the successful outcome of this deal and unlocking the right strategic acquirer for Sudlows in Kent plc. We continue to see significant M&A activity in the critical infrastructure and engineering space both regionally and internationally, fuelled by AI and quantum computing, together with data security and cybersecurity, with significant forecast growth specifically in the data centres market”