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RECOMMENDATIONS TO DECISION MAKERS
Consider the complexity of the TOM:
The TOM as defined by the seller is key in determining the complexity of the transaction in
operational, organizational, financial and legal terms with the primary objective of achieving
day one readiness from closing. The measures required to structure the TOM are therefore
critical to cross-functional carve-out planning
Onboard experts at an early stage:
The involvement of external experts can be key to managing the complexity of a carve-out
transaction, in particular when there is an ambitious time line
Take a pragmatic approach:
Applying the 80-20 rule is generally effective for purposes of managing the complexity. A
pragmatic approach may need to be taken to elements of the transaction documentation
depending on complexity and overall timetable
Disentanglement of the carve-out business is often effected by a
combination of share and asset-deal transactions
Further reading!
SURVEY RESULTS
In your view, what are the core challenges of
carve-outs compared to classic company sales /
straight share deals?
71% Degree of integration of business
units within the Group
64% IT separation
51% Complexity of transaction
Which planning steps and measures are
particularly time-consuming in your view?
55% Identification of the assets and
employees included in the carve-out
business
55% Identification of the measures
necessary to achieve Day 1 readiness
42% Identification of the need for
untangling
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