A strategic approach to carve-outs

PwC Deals Study: How decision-makers can set up successful carve-outs

Your expert for questions

Dr. Joachim Englert
COO Advisory at PwC Germany
Tel.: +49 69 9585-5767
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Carve-outs as strategic instruments

Many industries and companies operate within market environments that are shaped by increasing complexity and uncertainty. There are several reasons for this – including regulatory requirements, political conflict, environmental factors and changing consumer behaviour, as well as technological transformations like digitisation. On top of this, sudden crises like the current Coronavirus pandemic further increase complexity.

Increasingly uncertain market environments offer particularly attractive opportunities for companies to achieve their various strategic goals by carving out certain business units. These goals might include strengthening the focus on the core business or increasing liquidity. However, new regulatory requirements or technological transformations in the respective industry can also make carve-outs a sensible option.

This exclusive PwC Deal study, which was created in cooperation with the market research company Kantar and the Technical University of Darmstadt, provides answers to questions like: How can we evaluate the success of a carve-out? What are the decisive factors in success? And what is the impact of taking early steps to create stand-alone structures and functions within the business unit that is being carved out?

“Investments in reducing complexity pay off. Creating stand-alone, fully functioning business units at an early stage can increase the success of carve-outs.”

Dr. Joachim Englert, COO Advisory at PwC Germany

An overview of the study

The first part of the study, “Optimism on uncertain grounds”, found out that business decision-makers in Austria, Germany and Switzerland take a surprisingly optimistic view of the current volatile market situation.

In the second part, “Mastering uncertainty and volatility”, the study focuses on the level of maturity and professionalisation within the companies surveyed. It places a strong focus on their respective approaches to strategic portfolio management and operational footprint management.

The third and final part of this series, “Unlocking value through carve-outs”, looks at the role of carve-outs as a strategic instrument – and considers how decision-makers can significantly increase the success of their carve-out activities.

An overview of the study results – Part 3

The third part of the study analysed three key aspects related to carve-outs:

  1. Assessing the level of entanglement of the target business.
  2. The duration and scope of Transitional Service Agreements (TSAs).
  3. Stand-alone solutions for transformations.

These aspects play a decisive role in the success of carve-outs. To evaluate them from the perspective of the selling company, our study considers:

  • The targeted sale price (with the aim of maximising the price).
  • The speed of the sale process (with the aim of maximising the speed).
  • The cost of the transaction for the seller (with the aim of minimising the cost).

Find out what answers we received from the business decision-makers surveyed.

Unlocking value through carve-outs

Assessing operational complexity

Failure to recognise entanglements at an early stage can decrease the success of a carve-out

The complexity of the operational entanglements between the business unit that is being sold and the business units that will remain within the company is a key factor in deciding the success of a carve-out. These entanglements might include integrated value chains or centralised back-office services.

Generally, lower levels of entanglement lead to a higher sale price. Organising the business unit that is going to be sold as a stand-alone business – that functions as a completely independent unit – is one approach that can reduce the complexity of these entanglements and increase the sale price.

To do this, it is important that companies regularly assess the interdependencies between the various individual business units in a structured manner. However, just 27 % of the decision-makers surveyed stated that they do this to a comprehensive extent. 46 % said that they conduct complexity assessments to a partial extent, while 24 % do not conduct these assessments at all.

The study shows that failure to recognise operational entanglements at an early stage has a negative impact on the targeted sale price, the speed and the cost of the carve-out process – as well as the overall success of the transaction.

“Entanglements – especially in the value chain – are the key drivers for time and cost of a carve-out. Lack of transparency on these often leads to less value being generated from the carve-out.”

Christian Moldt,Partner, Delivering Deal Value, PwC Germany

Read now part 1 of our three-part Deals Study: “Optimism on uncertain grounds”

Corporate management in volatile times: There is strong consensus that global markets are experiencing increased volatility, uncertainty, complexity and ambiguity (VUCA). How do corporate leaders perceive the current market environment and future prospects? What impact does this have on their strategy process? Our study comes to surprising results.

Read more

Read now part 2 of our three-part Deals Study: “Mastering uncertainty and volatility”

Mastering uncertainty and volatility: The second part of our latest Deals study analyzes how the perception of market structures and market prospects affects the company portfolio and the actions of decision-makers. In focus: Portfolio management and the control of operational corporate structures.

Read more

The methodology

PwC conducted this three-part study in cooperation with the leading market research institute, Kantar, and with the Technical University of Darmstadt. In July 2020, the survey was sent to companies from Austria, Germany and Switzerland that have an annual turnover of more than 300 million euros. 157 decision-makers took part, including Board-level executives and employees from M&A and Strategy departments.

Contact us

Dr Joachim Englert

Dr Joachim Englert

COO Advisory, PwC Germany

Tel: +49 69 9585-5767

Sebastian Horstbrink

Sebastian Horstbrink

Director, PwC Germany

Christian Moldt

Christian Moldt

Partner, Deals: Leader Chemical Industries, PwC Germany

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