A challenging economic backdrop may cause businesses to re-evaluate their strategic priorities – whether a large corporate considering divesting non-core divisions to deleverage, or unloved assets languishing within larger entities. Carving units out of their existing corporate structure can be incredibly tricky owing to the emotions, systems and people involved, but they can truly inject new life into old units, helping businesses to thrive under newfound independence.
Inflexion is well versed in this and knows what it takes to get right. The firm has completed a growing number of carve-outs since inception, including:
Rosemont Pharmaceuticals: Within a year of the Inflexion-led carve-out of the liquid pharmaceuticals business from listed parent Perrigo, Rosemont’s sales and profits had grown by over a third, 33 new products in-licensed, and the team greatly enhanced.
Kynetec: The specialist information and data provider undertook five acquisitions and grew EBITDA 200% during its five-year partnership with Inflexion.
Times Higher Education: The university rankings business is continuing its global expansion and acquisitions including Inside Higher Ed and BMI have helped it to capture more of the global market.
Ocorian: The fund, corporate and trust administration business has significantly expanded its international footprint and offering through an ambitious M&A journey supported by Inflexion.
CNX Therapeutics: In 2021 Inflexion created UK pharma platform CNX Therapeutics by carving out Sunovion Pharmaceuticals’ European operations. Management is drawing on Inflexion’s healthcare experience to build its product portfolio, with CNX’s first acquisition undertaken in 2022.
British Engineering Services: Inflexion led the carve-out of the engineering TIC specialist which has undertaken multiple acquisitions and strengthened its team since its 2015 carve-out.
Curinos: Curinos was created by Inflexion’s Partnership Capital and Informa plc when they brought together Informa Financial Intelligence’s Financial Benchmarking & Omnichannel Experience (FBX) business and Novantas Inc.
Digital Wholesale Solutions: The software platform business demerged from Daisy Group in early 2021 supported by a minority capital investment from Inflexion Partnership Capital as a strategic partnership alongside shareholders of Daisy. The company’s first set of results since then saw all of its key product lines achieve double digit revenue growth.
Marley Group: the leading UK manufacturer of pitched roof systems to the construction market, went from captive subsidiary to a standalone success with three years of Inflexion’s support which saw M&A and ESG as core tenets of growth.
Howard Taylor, CEO, Rosemont Pharmaceuticals
While the impetus for many carve-outs may have commonalities, the journeys that follow will be unique and based on specific growth plans. What resonates with all is the need for a defined vision, ambition and an experienced partner to execute with, and shared perseverance to see it through.
Half a century of experience and success saw liquid pharmaceuticals business Rosemont become the UK leader, but its listed parent Perrigo was transforming to a more consumer-focused self-care company, thereby rendering Rosemont less core. Drawing on its experience in carve-outs as well as healthcare, Inflexion supported the carve-out of Rosemont Pharmaceuticals in June 2020.
Just a year after the carve out, the business’s revenues had grown an impressive 49%. This was despite the behemoth task of simultaneously transitioning its services away from its former parent. Working diligently with Inflexion’s digital team, Rosemont implemented a new ERP system, replaced over 60 supporting applications (across the business including areas such as quality, HR, maintenance, health and safety, regulatory, R&D), and implemented its own IT infrastructure, including setting up a new cloud environment for server hosting, building up a new network and replacing all the hardware.
The firm has invested over £10 million for R&D labs in Leeds and is entering the US market. Rosemont, which boasted a portfolio of over 130 oral liquid medicines at the time of the carve-out, has gone on to license 33 new products since partnering with Inflexion, and 18 months post-carve out announced its own carve out of Essential Pharma’s liquid portfolio from its parent to expand Rosemount’s offering. Other acquisitions are in process to enhance the firm’s geographic reach and offering further. The growth has been supported by an enhanced leadership team, with a Chief Commercial Officer, CFO and Chief Scientific Officer all recruited since the 2020 buyout.
Inflexion’s careful work in developing a global leader in agricultural and animal health market research, data and insights started a year before it led the 2016 carve-out of Kynetec. Inflexion initially identified the sector as one we wanted to invest in, then spent time finding the right target before spending five months in discussions with Kynetec’s then-parent GfK about how it could work. Much of this involved convincing GfK of Inflexion’s carve-out credentials and strong international footprint, both of which would prove very significant given the complexity of the eventual deal: 28 entities were required to affect it, (spanning multiple jurisdictions), Inflexion hosted six people in a Brazilian office on the day of completion, set up an entity in China, and mined the Indian market for farm data.
The carve-out was signed in May 2016, and work on building the business from scratch commenced immediately since they had the assets and pieces of the business, but no numbers for the first three months and had to build an ERP from scratch. Thorough diligence at the outset helped foster conviction around the numbers and management, while Inflexion’s experience meant they were patient.
Showing a real appetite for growth, the firm announced its first acquisition just six months after the initial deal – in the middle of its carve-out – with the purchase of the agriculture and animal health business of Ipsos North America in October 2016. It was the first of multiple, including the acquisition of Kleffmann Group in Germany in 2019, helping to consolidate its market-leading position and boost its European offering.
A careful combination of organic and acquisitive growth in the five years following the carve-out propelled Kynetec to triple its revenues and nearly triple headcount during the partnership. The firm had strengthened its operations in North and South America, Asia and Europe, resulting in a global business operating in 30 countries before it was sold in 2021 to a US investor.
The university rankings business had grown impressively under its parent TES Global but was ripe to grow faster and so in February 2019 underwent an Inflexion-led buyout. Inflexion is working with THE to continue its global expansion, utilising experts in the US and Asia, while the in-house digital team are assisting with enhancing the company’s digital presence and our pricing specialist is supporting the evolving go-to-market strategy. Since acquiring THE, Inflexion has supported the business with four acquisitions including Inside Higher Ed in the US and is actively working with the company on several near-term opportunities.
Inflexion partnered with fund, corporate and trust administration business Ocorian in 2016 by carving it out of law firm Bedell Cristin, having recognised the potential in Ocorian following Inflexion’s relevant experience with Sanne, which it successfully listed in 2015. Since Ocorian’s carve-out, Ocorian has gone on a phenomenal M&A journey, acquiring 11 businesses including the transformational purchase of Estera to now serve over 5,000 clients globally with over 1,200 employees across 20 jurisdictions. The business has also been strategically pivoted towards servicing the higher growth alternative assets end market, across fund services and capital markets services and is now truly a global leader of significant scale.
In 2021 Inflexion acquired CNX Therapeutics, a UK based European focused speciality pharmaceutical platform focused on providing life-changing medicines, formed by the Inflexion-led carve-out of Sunovion Pharmaceuticals’ European operations.
Management is leveraging Inflexion’s support to build a scaled platform within the hospital channel and central nervous system Therapeutic Area. The business is building on its existing infrastructure and capabilities to create a leading platform with a data driven and ESG driven philosophy at its heart. In July 2022, Inflexion supported CNX to complete its first acquisition, Synchrony Pharma Limited, helping CNX to acquire a portfolio of niche injectable medicines essential to hospitals and patients.
Inflexion re-invested in British Engineering Services ("BES") in 2021, having initially facilitated the carve-out from RSA in 2015 to support BES’s development into a unique asset of scale in its market. Inflexion went on to support significant investment into various areas of the TICC business, including building a fully integrated back office, strengthening the team, and developing its technology. Management also worked with Inflexion’s digital team to create a best-in-class tech-enabled service, while a number of acquisitions expanded BES’s offering, with two undertaken in the last three months of 2020.
Convinced the business had further to go with Inflexion’s backing, we re-invested in the company in 2021 to support its continued growth and have since supported a further seven acquisitions.
In April 2021, Inflexion partnered with FTSE 100 business Informa PLC to bring together two complementary businesses (Informa Financial Intelligence’s Financial Benchmarking & Omnichannel Experience (FBX) business and Novantas Inc) to create Curinos. The incredibly complex deal meant experience in carve-outs was of paramount importance, with Informa drawn to Inflexion’s track record in the space. Inflexion’s further expertise in scaling data businesses globally made it best placed to partner with the corporate for this exercise.
The carve-out and subsequent integration has created a market-leading financial data and technology provider. Inflexion’s flexible Partnership Capital solution enabled Informa to retain a majority stake in the combined business as they grow the new entity alongside Inflexion and Novantas.
Digital Wholesale Solutions (“DWS”) is a high growth software platform business providing IT, communications and cloud products and services on a wholesale basis to over 6,000 UK partners, from vendors including Vodafone, O2, BT/EE, Microsoft, and Virgin Media Business. The company’s carve-out from then-parent Daisy Group was announced in March 2021 supported by a minority capital investment from Inflexion Partnership Capital as a strategic partnership alongside shareholders of Daisy, showing they were big believers in its future success.
Fireworks followed DWS’s spin-off: The company’s first set of results since its demerger saw its revenues and adjusted EBITDA grow organically by 14% in the year to 31 March 2022, with all of its key product lines achieving double digit revenue growth. Not too shabby for the firm’s first year of independence. The leadership team puts it down to myriad factors, including the success that DWS’s customers, expert technology resellers in the UK, are having in winning over SMBs, and payback from long-term investment in the firm’s technology platform, which the firm says makes DWS simple to do business with. The investment and hard work continue to pay off, with DWS reporting a strong first half of the current financial year.
Between 2019 and 2022, a thoughtful mixture of ambition, vision and graft saw Marley’s EBITDA nearly double after Inflexion carved it out of its parent and drove its subsequent growth.
Inflexion backed the carve-out of Marley in August 2019 from Etex, a Belgium-based building materials firm, attracted by the ambitious management team, historical financial performance and market leading position. During Inflexion’s stewardship, Marley was established as a standalone business, with Inflexion’s Digital team driving the transition to a standalone IT system. Significant investment was also made into new product development, including the introduction of a new tile line, and Inflexion’s Commercial team worked with management to optimise Marley’s pricing strategy. Inflexion supported the development of environmentally friendly products including the entry into solar panels with the acquisition of roof-integrated solar panel supplier Viridian Solar Ltd in 2021.
Marley’s ESG credentials were expanded, with carbon emissions intensity down 33% between 2019 and 2021. 100% of production waste is now recycled and all manufacturing energy sourced from renewable sources. The partnership helped Marley’s underlying EBITDA to almost double since Inflexion’s investment.
''Inflexion were a tremendous partner and we’ve achieved so much together in under three years, helping us establish as a standalone business and strengthen our product offering,'' recalled David Speakman, CEO of Marley.
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