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IT Carve-Out of SFC Solutions from IT Due Diligence to Standalone Operation

Mutares SE & Co. KGaA strengthened its Automotive & Mobility segment in early 2020 with the acquisition of Cooper Standard’s sealing and fluids activities in Europe and India. As the exclusive IT advisor and service provider, we supported Mutares from IT due diligence, through the IT carve-out, to the standalone operation of SFC Solutions.

Customer: SFC Solutions

As part of the Mutares portfolio, SFC Solutions’ SFC Solutions Fluid Transfer Systems (FTS) solutions and sealing business serves a customer base that includes global and local OEMs as well as Tier 1 suppliers. At its headquarters in Częstochowa, Poland, and at its other locations in Poland, Spain, Morocco, Italy, India, France, and Germany, the automotive supplier with its approximately 4,000 employees generates sales of about EUR180 million.The company produces AGV solutions for the automotive industry at its plants in Poland, Spain, and Morocco and is one of the top 10 players in Europe with this business area. Production for the sealing business, which supplies the automotive and industrial and special vehicle markets, takes place in Italy. The sites in India supply sealing solutions as well as fuel and conveyor belt systems for the automotive industry.

Initial situation and challenges

In early 2020, Mutares was considering acquiring Cooper Standard’s sealing and fluids activities in Europe and India (rebranding to “SFC Solutions”). As the exclusive IT Advisor for Mutares, we conducted the IT due diligence and assisted in negotiating the Sales and Purchase Agreement (SPA) as well as the Transitional Service Agreement (TSA) on IT/Technology issues. When Mutares subsequently decided to purchase and reached agreement with Cooper Standard, we were also hired to consult and execute the IT carve-out.
The sealing and fluids activities were fully integrated into Cooper Standard’s structures and systems, so the entire IT had to be spun off from the group as part of the separation (IT carve-out). Together with Cooper Standard, a project plan for the IT carve-out including ERP & application migration as well as IT infrastructure separation was defined with a total duration of twelve months. After the transaction, SFC Solutions should benefit from the current e-mobility market trends and continue to grow as a standalone company as an investment of Mutares.

Solution

IT Due Diligence & IT Carve-Out

The initial IT due Diligence successfully identified the scope, costs and risks of the upcoming IT carve-out relevant to the design of the SPA and TSAs. Following the signing of the transaction, we immediately began thorough Day1 preparations to ensure uninterrupted business operations after closing.
In order for the spun-off business units to be able to operate on the market as “SFC Solutions” as of Day1, the ~1,100 e-mail accounts of the IT users were converted at short notice, among other things. The subsequent IT carve-out encompassed the entire IT landscape, including three ERP systems, various CAD and production applications, and the entire IT infrastructure.
In order to implement the IT carve-out of SFC Solutions in all thirteen locations in Poland, Spain, Italy, India, France and Germany, the project included the:

  • Migration of 3 ERP systems (1x Europe, 2x India)
  • Separation and optimization of the entire IT infrastructure for ~1,100 IT users (client, network, hardware, software)
  • Migration of >10 different CAD systems and >50 servers
  • Optimization of existing and negotiation of new contracts with IT service providers
  • Realignment of IT organization and IT strategy
  • Implementation of an IT governance concept

Together with the internal IT team of SFC Solutions, we successfully completed the IT carve-out without any operational disruptions and within the agreed TSA term.

Transfer to Standalone Operation

After the successful completion of the IT carve-out, SFC Solutions decided to continue working with us in partnership to ensure an efficient transition from the IT carve-out project to standalone operation (Transfer to Operate (TTO)). Accordingly, we remain a strategic IT delivery partner, providing the following services globally as an IT one-stop store for SFC Solutions, among others:

  • 24/7 IT operations
  • Cloud & Network Operations
  • Client- & Backend Management
  • ERP operation SAP@Azure, improvement & support
  • service desk

“With digatus, SFC Solutions has a competent and flexible IT partner who successfully carried out the IT carve-out with technical expertise and personal commitment and now ensures 24/7 IT operations.”

Alessandro Iaccheo – Head of IT, SFC Solutions”

Customer benefits

For Mutares and SFC Solutions, the main advantage was that they received IT due diligence, IT carve-out and IT operations from a single source. In doing so, both Mutares and we were able to benefit from the joint experience gained from previous, successfully completed projects.
Through comprehensive IT carve-out expertise and consistent project management, we were able to execute the spin-off and independence of SFC Solutions without interruption. Today, SFC Solutions has been separated from the structures of the former parent company Cooper Standard and operates as an independent company on the market. The ERP systems, IT applications and infrastructure were modernized during the transition and the processes were aligned to the needs of the new, agile medium-sized company.

Adrian Liepert
He has several years of consulting and transaction experience and supports the buy&build and growth strategy of the digatus Group as M&A Manager. Adrian Liepert is a graduate of the Mergers & Acquisitions (LL.M.) program at the Frankfurt School of Finance & Management and is completing the Durham-EBS Executive MBA in parallel to his work at digatus.

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