Inflexion & Marioff Overview & Context

• Searchlight were initially engaged by Inflexion Private Equity to perform a M&A rapid red flag review leveraging our M&A Framework of the digital carve-out of Marioff, a Fire Protection Systems company based in Helsinki, Finland​

• As the digital carve-out (business applications, technology infrastructure, cyber security, end-user-computing, insight analytics and operating model) was being performed by Spectrum (Seller) prior to completion of the deal, Searchlight were requested to undertake a delivery assurance review - leveraging our Delivery Assurance Framework, to ensure like-for-like products and services were provided, with minimum impact to the operating performance of the business through the transfer of products, services and data.​

Rapid Red Flag Review (Due Diligence)​

• Assessed the virtual data room IT assets; requested and challenged additional information; assessed digital ccapabilities (people, process, insight analytics, data, business application, end-user computing, technology infrastructure, cyber security, and regulatory compliance​); validated the working hypothesis for separated company and standalone digital platform; estimated rough order of magnitude costs for carve-out and year 1 operations; established acceptance criteria for like-for-like products and services, and knowledge transfer.​

Delivery Assurance​

• Through the carve-out of digital products and services, continually assessed: status of separation activities against plan; quality of the capabilities and knowledge transfer; risk mitigation to prevent impact on the businesses operating performance; robustness of day 1 operating model and readiness of the digital team and their trusted partners. ​

100 Day Plan ​

• Engaged with Marioff Digital team to formulate a detailed plan on the key activities to be performed during the initial 100 days after completion of the deal, to ensure that the transferred digital capabilities and knowledge provide the level of service, expected by the separated business from the standalone digital platform and team.​

• Rapid creation of business and digital assessment to support M&A deal completion ​​

• A trusted partner that rapidly supported the due diligence process with no impact on legal and regulatory timetable ​​

• Validated the carve-out hypothesis, ensuring risks assessed to minimise impact on companies operational performance​

• Weekly operational readiness dashboard, decision pipeline and risk heat map​

• Identified quick-win opportunities through initial operation of standalone company and separated technology platform​

• Identified key activities to be performed to maximise the performance of the new standalone digital team, and trusted product and service providers.​