CoexLion Strategic Exit
From handshake to completion, on the founders’ side of the table.
How we supported the founders of an engineering consultancy through a fast, complex, multi-entity sale to Africa’s largest electric vehicle company.
3
Countries in the transaction: UK, India and Kenya
2
Separate agreements used to ring-fence seller liabilities
2026
Signed, completed and publicly announced
The approach
Shortly after we completed a long-term growth strategy with CoexLion, the founders were approached through an introducer by Spiro, the operating brand of the Dubai-based Equitane Group and the largest electric vehicle company in Africa.
The fit was close to ideal. Spiro had scaled deployment, manufacturing and battery-swapping infrastructure across African markets, but had no in-house R&D and wanted a turnkey engineering capability. CoexLion offered exactly that, and its geography aligned directly with Spiro’s strategic needs in the UK, India and Kenya.
This was fundamentally an acqui-hire. The buyer wanted the people and the capability, and recognised the particular strengths of the team, rather than buying consultancy revenue.
We redirected our effort from the strategy work to supporting the transaction, on the clear understanding that if the deal fell through we would return to it.
The deal
Headline terms were agreed directly between the founders and the buyer, and then had to be turned into robust documentation at speed.
What made it demanding was the structure rather than the headline number. Multiple legal entities in different countries, different shareholders across those entities, and a mix of moving parts including lock-ins, deferred payments, an upfront component, equity vesting and revised employment terms, all of which had to fit together and be documented cleanly and quickly.
A constant tension was speed. The buyer pushed hard to complete, and our consistent counsel was to keep momentum without letting artificial urgency force acceptance of terms nobody had reviewed.
Where we added value
Our role was a commercial one, sitting alongside the founders’ legal review rather than in place of it. We acted as a sounding board on the terms and coordinated with a solicitor we work with on the deal documents. Most of the value was in turning a fast handshake into terms that protected the founders and left their risk as low as possible.
Structuring across two agreements
A planned pre-sale restructure was dropped, because it would have sharply increased the Indian shareholders’ tax and risked delay. Structuring the transaction as two separate agreements instead ring-fenced each set of sellers’ liabilities and materially reduced risk for the UK sellers.
Trading levers rather than making piecemeal concessions
The founders held an opening position and a red line on each lever, covering valuation, salary, lock-in, warranties and good-leaver terms, and traded across them as a whole. They offered to forgo one form of protection, for example, in exchange for removing performance conditions tied to functions they did not control.
Red lines on personal risk
A loan personally secured against the founders’ property was handled so they would not be left personally liable, with the buyer to clear it if the lender would not consent to a transfer.
Commercial review of the documents
Reviewing the sale agreement, shareholders’ agreement and disclosure letter surfaced an over-broad liability cap and indemnity, a warranty that did not fit a company of this size, undefined material contracts, and the absence of a tag-along right in the share structure.
Protecting the equity value
Because part of the consideration was equity in a fast-growing private company, particular attention went into how and when that equity was valued, so the founders’ upside was protected as the deal completed.
Tax framing
The structure kept the share consideration separate from the employment conditions, to protect capital gains rather than income treatment.
The outcome
The deal signed and completed in 2026, at pace and after intensive negotiation. The founders moved into Spiro, which has since announced that CoexLion’s engineers will anchor its first African R&D centre in Nairobi.
A technically outstanding but founder-dependent consultancy was set on a clear strategic path and then sold to a near-perfect strategic acquirer, with the founders’ personal risk actively minimised across a genuinely complex, multi-entity, cross-border transaction. We supported the strategy, the negotiation, the deal structure and the documents, working alongside the founders’ solicitor from handshake to completion.
How we worked
Pierre and Peter supported the founders throughout, coordinating with a solicitor we work with on the deal documents. Fractional executive capacity, applied to the moment that decided what the business was worth.