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Clariant in the sale of its Polysilazane coatings business.
Exclusive financial advisor to Celanese in the sale of its common interest in PEMEAS GmbH.
Represented Aspherio in the negotiation of a strategic alliance and a management services agreement, with GSI Commerce Inc. .
|For clients that seek to realize financial value
from a promising technology or an emerging business unit which no
longer fits with the company’s strategic objectives, the firm has
pioneered the development of outventuring. Outventuring is a process
that results in technology transfer, but it goes well beyond licensing.
Outventuring creates and captures far more value than typical licensing
— both up-front and over time — while simultaneously creating a
mechanism for management participation, and a clear exit for the parent
company seeking to be free of managerial responsibility for the
Outventuring is part of an exercise in portfolio optimization.
Characteristics of an Outventuring Deal at Closing
Typically, outventuring does not require staff reductions. The following are the typical results of an outventuring transaction at closing:
Terminates liability of exiting
company to fund operating or capital expenses of outventured unit
Creates management ownership stake in new company holding rights to technology and business plan
Implements business plan agreed to by exiting company, new investor(s) and management
Provides for transition services and lease agreements by exiting company
Generally relies upon a combination of joint development agreement, marketing and production licenses, and employment agreement
Triggers meaningful cash payment to exiting company at closing
Leaves exiting company with substantial interest in Newco
Preserves jobs within outventured unit
Sometimes, there is no residual ownership held by the exiting company in the emerging technology; it sells its entire interest, and the transaction becomes a technology divestiture. The difference between licensing and a technology divestiture project basically boils down to people. In a technology divestiture, the project team’s jobs move with the intellectual property to the new owner.
Technology Portfolio Review
| Acquisitions and joint ventures
Divestitures and recapitalizations
Management buyouts and financing activity
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