Carve-Out and Integration
We help clients de-risk complex Technology M&A deals, creating robust and yet flexible merger and acquisition processes
Our cross-border experts provide our clients with strategy, planning, execution and assurance services to power their inorganic growth and de-risk complex technology transactions.
Our Technology M&A team covers the complete value chain on the buy- and sell-side, offering strategic and programme management support, based on previous transactions’ lessons learned, our proprietary toolkit and an agile approach that adapts to the evolving transaction needs.
Having supported numerous complex technology mergers, acquisitions, and divestitures, we can help you deliver value through M&A - faster and with greater control.
Strategy – Define an M&A strategy and governance process, aligned with the firm’s overall strategy, delivered via a workshop-based approach at an offsite location, allowing for close collaboration with our clients. Supported by red flag assessments where required (prioritization, separation, integration considerations - complexities, synergies, dis-synergies, costs estimates etc.).
Integration – Using information from the due diligence phase, quickly build a robust “post-merger integration (PMI) blueprint”, providing a framework for all integration activities and a clear vision on deliverables for Day 1, Day 100 and beyond (success factors, synergies, key projects, timeline, technology, cyber security, compliance, people, communication, inter-dependencies, risks, mitigation plan, etc.).
Carve-Out – Ensure the delivery of a credible and discrete standalone entity to both private equity (PE) and trade buyers on Day 1, via a “separation blueprint” highlighting key separation scope, risks, costs, complexity, operating models and how the seller is expected to continue to provide services to support the post-closing company via transition services agreements (TSA), all underpinned by a clear separation roadmap. Vendor support by contributing to various sell-side documents (CIM, SPA, LTA) and bidders’ sessions.
Programme Assurance – Perform “vendor separation and buyer integration blueprint assessments”, via desktop review and stakeholders’ interviews, to challenge assumptions’ robustness around technology cost, complexity, timing, effort, governance, and risks.
Integration – Set-up of a centralized Integration Management Office (IMO) to support workstream leaders in areas essential to planning, managing, and coordinating both sides’ activities (in-house teams, 3rd party, systems, processes, and culture integration), balancing the business as usual (BAU) needs while supporting goals achievement and laying solid foundations for the future (weekly status reports, workshops, risks and escalation management, cost management, change management, vendor management, training, testing, …).
Carve-Out – Set-up of a dedicated and experienced divestment team to support the remaining and carved-out companies develop or amending their operating models, plans, and budgets, to ensure business continuity and provide expert resources to support a controlled transition to the standalone model, including RFP and vendor selection process management.
Programme Assurance – Provide an independent assessment of how the transaction execution is "really" performing versus the original assumptions/KPIs (cost, scope, quality, and schedule) before completing key stage gates, via desktop review and stakeholder interviews. Each review report provides an issues list across eight key programme management areas with an impact statement, scorecard rating versus best practice, and proposed recommendations and action plans.
Value Creation – Rapid identification, planning, and implementation of prioritised performance improvement initiatives that will improve cash and enhance profits across your technology function.
The TSA section has been very useful to identify things that you do not think about at the start of the sale process, and which can be combined with the legal workstream.
– HealthTech CFO
Useful and solid process which ensures you present the truth to a potential buyer.
– SaaS Provider CTO
BearingPoint is running a very professional processes.
– Group COO Capgemini
This is one of the best transactions we have participated in.
– Senior Vice President, Tech Mahindra