Smac : IT carve-out

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OpenGate Capital, an investment fund and potential purchaser of SMAC, called on Netsystem from the due diligence phase for the IT part. Netsystem’s mission gradually expanded as the project evolved.

Context & objectives

SMAC is a global operator in the building envelope sector. It is an Entreprise de Taille Intermédiaire (ETI) with nearly 60 establishments in France and three international subsidiaries (in Morocco, Chile and Peru), all specialising in waterproofing, cladding and roofing.

Until 2019, SMAC was a subsidiary of Colas. As part of the process of making the company independent, OpenGate Capital wanted to position itself as a potential buyer. To this end, the investment fund called on Netsystem during the due diligence phase for the IT part of the deal. Netsystem’s remit gradually expanded as the project developed.

Once the deal was done, Netsystem took care of the IT part of the carve out. At the same time, SMAC wanted to divest itself of its industrial subsidiaries. Netsystem was asked to prepare the VDD (Vendor Due Diligence).

Business challenge

In a context of change, coordinating interlocking projects to provide the best possible support for making SMAC autonomous, while taking account of the human factor.

Results

An audit (data collection, formatting and iteration, deliverable)
- Business applications and system interfaces
- Systems, networks and infrastructures
- Collaborative tools
- Compliance and security
Vendor Due Diligence:
- Support and guidance for the CIO and management controller in a highly confidential environment where it is sometimes difficult to access all the resources and where the work is carried out under a NDA (Non Disclosure Agreement).
- Mapping of the components of the Information System of SMAC and its industrial subsidiaries (functional and technical), according to the specificities of SMAC, in particular from an application point of view: business management, planning, production, etc.
- Identification of the resources allocated to the IT function within the Group (organisation of the IT Department, current projects, etc.).
- Assessment of the resilience and functional coverage of information, data security and compliance (RGPD)
- Synthesis of the elements identified in an Info Memo, which is not only consulted by technical experts.
Procurement :
- Drafting of the “IT services” annexes to the Transitional Service Agreement
Making SMAC autonomous:
- Management of the IT part of the autonomy project and support during the transition phase
- Providing project management assistance for the choice of the new ERP and its integration.
- Rebuilding SMAC’s application landscape, its infrastructure, its network, its collaborative tools, etc. based on Colas’ IT heritage, while integrating new components.
At the same time, carrying out a Vendor Due Diligence for SMAC’s industrial subsidiaries.

Key success factors

Netsystem’s technical expertise in IT matters (infrastructure layers, applications, decision support, etc.) and its VDD methodology acquired through extensive experience of M&A operations.
The high standards that Netsystem’s teams set themselves.
The responsiveness of Netsystem’s teams and their ability to adapt to the intensive pace of this type of assignment.