Unleashing ambition through carve-outs
Carving high-potential businesses out of their parents can be an excellent way to motivate businesses and the people that power them into success. Inflexion has significant experience in carve-outs from both public and private owners, with every one unlocking ambition and accelerating growth.
Nearly 100 years after being founded in a cowshed in Kent, roof tiling specialist Marley Group found itself about to enter a third decade of ownership by a Belgian parent. Marley had been delisted by Etex 20 years prior, and had bumbled along nicely since. However management’s latent interest in acquisitive growth went unexecuted as it wasn’t a core interest of the parent. Marley was doing well, but was that all there was?
Inflexion knew it could be so much more. Having recently invested in builders merchants Huws Gray and supported a transformational acquisition just six months later to double the size of the business, the private equity backer was aware of the potential in the industry: ageing UK housing stock was ripe for repair.
Armed with its industry understanding and recent, relevant success in growing a business in the space, Inflexion acquired Marley in partnership with management in August 2019. In the months that followed, Inflexion’s digital team worked closely with Marley management to create a new standalone enterprise system extricated from Etex – no mean feat, but a task Inflexion had managed a number of times in the past and so could offer great insight with. A seasoned Chair was introduced as well as an experienced CFO, alongside sufficient equity to pursue the acquisitive growth Marley knew could propel it ahead.
Paul Lester CBE, Marley’s Chair from 2020 to 2022, recalls, “Suddenly the management team was fully supported and had the infrastructure to do bolt-on acquisitions. The management felt released to really grow the business.”
This momentum would form part of the blueprint from which Marley would launch its building plans, with a new IT platform and automation helping to create a better user experience and empowering employees to take on more value-adding – and engaging – roles.
In the nearly three years that followed, Marley was established as a standalone business, with Inflexion’s digital team driving the transition to independent systems. 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. It means EBITDA nearly doubled, a strategic acquisition led by Inflexion in-housed Marley’s solar offering, and a keen eye on ESG saw carbon emissions intensity down by a third before being sold to FTSE 250-listed Marshalls plc in May.
Spinning into control
Inflexion has a rich history of supporting carve-outs, helping parents to deleverage and the spin-outs to benefit from the TLC they need to shine – whether again or more brightly.
Rosemont Pharmaceuticals The first year following Inflexion’s carve-out of the liquid pharmaceuticals business from listed parent Perrigo saw Rosemont’s sales and profits grow by over a third (35%), 33 new products in-licensed, and the team greatly enhanced.
Kynetec The specialist information and data provider undertook five acquisitions and grew EBITDA 200%.
Times Higher Education The university rankings business is continuing its global expansion and recently acquired Inside Higher Ed in the US.
Ocorian Since its carve-out it has acquired 10 businesses.
CNX: In 2021 Inflexion created UK pharma platform CNX Therapeutics by carving out Sunovion Pharmaceuticals’ European operations.
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 (DWS) The software platform business demerged from Daisy Group with Inflexion’s Partnership Capital.
The liquid pharmaceuticals business had 50 years’ experience and had grown to be the UK leader, but its listed parent Perrigo was transforming to a more consumer-focused self-care company, thereby rendering Rosemont less core.
Rosemont’s position was growing increasingly uncomfortable: despite its strong niche and attractive financial profile, it was not a priority for investment given Perrigo’s strategic aims. As a result, CEO Howard Taylor describes Inflexion’s proactive approach and subsequent deal in June 2020 as “probably the best thing that could have happened to us”.
“The firm wasn’t up for sale, but the parent’s CEO wanted to focus on consumer health, rather than prescription drugs. This gave Inflexion the impetus to approach Rosemont after tracking the business for some time.” Rosemont management were looking to grow the product pipeline, license deals, undertake M&A and geographic expansion, and a deal was struck.
Thereafter followed a challenging year, with Howard recalling it as, “very engaging, liberating and productive – but also very stressful.” The productive element is clear: sales and profits grew by over a third (35%), 33 new products were in-licensed and the team was greatly enhanced. But it came alongside an urgent need to sort payroll and SAP, create a finance department, change the mission, reset the values, and realign hierarchies. The final part of the jigsaw was switching over ERP systems.
Howard adds, “Inflexion are incredibly creative in making a deal worthwhile for both parties by understanding different mechanisms that can be pulled. We’d not be able to pursue M&A if it weren’t for our newly appointed CFO, CCO and Inflexion’s expertise.”
The specialist information and data provider to the agriculture and animal health markets was carved out of its listed parent by Inflexion in 2016. Management worked closely with Inflexion on new product development, geographic expansion, new data delivery methods, and five acquisitions, including that of Germany’s Kleffmann at the end of 2019. The firm’s EBITDA had grown 200% by the time it was sold to a US investor in 2021.
Times Higher Education
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. At the beginning of 2022, THE acquired Inside Higher Ed in the US.
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 very recent and 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 10 businesses to now serve over 7,000 clients globally with 2,000 employees – truly a global leader of significant scale.
In 2021 Inflexion acquired CNX Therapeutics, a UK-based pharmaceutical platform focused on providing life-changing medicines. The business was formed when Inflexion carved out Sunovion Pharmaceuticals’ European operations.
British Engineering Services
Inflexion led the carve-out of the engineering testing, inspection and consultancy services specialist from RSA plc in October 2015. Since then, the business has been transformed into a unique asset of scale in its market, supported by significant investment to build a fully integrated back office, strengthen the team, and develop its technology. Management have worked with Inflexion’s digital team to create a best-in-class tech-enabled service, while a number of acquisitions have expanded BES’s offering, with two undertaken in the last three months of 2020. In February 2021, Inflexion re-invested in the business.
In 2021, Inflexion partnered with FTSE 100 Informa plc to create market leading financial data and technology provider Curinos by bringing together two complementary businesses: Informa Financial Intelligence’s Financial Benchmarking & Omnichannel Experience (FBX) business and Novantas Inc, a financial data services company. The innovative transaction structure saw Inflexion provide minority funding from its dedicated Partnership Capital Fund, meaning Informa retain a majority stake in the combined business.
Digital Wholesale Solutions (DWS)
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. In March 2021, Inflexion provided a minority investment from its Partnership Capital Fund to support DWS’s demerger from its parent Daisy Group. With the founder and management shareholders reinvesting 90% of proceeds, both Inflexion and ongoing management are big believers of its future success.