BeBeez’s monthly column dedicated to carve-outs, in collaboration with Newport & Co.
The executives of a big firm’s unit are aware of the red tape involved in even the most routine request, whether they be an investment in new machinery, the recruitment of a production manager, or securing an additional credit line. Every decision must climb up the chain of command through several approval stages and then it goes back down in the form of an instruction.
The unit’s management carries out more decisions than it makes. The completion of a carve-out breaks down this model as the company must create its own board of directors for making the decisions that previously handled the headquarter. It is a less obvious step than separating IT systems or renegotiating contracts, and for that very reason it is more insidious. But it is just as crucial to the success of the transition.
The most common risk is to replicate governance models that are inconsistent with the company’s new autonomy. Two possible mistakes mirroring each other can take the form of a board that merely rubber-stamps decisions already made elsewhere, effectively reproducing the old dependence on head office; or a purely formal board that exists on paper but has no real impact on the life of the company.
For an investor with perpetual capital, neither solution works. Governance must ensure three things simultaneously: swift decision-making, clear accountability and effective oversight of strategic decisions.
The experience of Itasprings (fka Prodotti Baumann), a portfolio company of Newport & Co, B-Corp since November 2025 (see here a previous post by BeBeez), is instructive in this regard. The five-year business plan was drawn up by the company’s management; it was not imposed from above but merely refined, whilst the reporting framework – comprising weekly cash flow reports and monthly income and balance sheet reports – was provided by the shareholder. The most challenging aspect of the transition was not technical but cultural: a management team historically focused on the profit and loss account had to learn to think in terms of cash flow. This is a natural difficulty and, for this very reason, must be managed methodically. Itasprings current board has two members representing the shareholders and one for the manangement. The meetings take place monthly in accordance with the economic-financial reporting cycle. This schedule enables ongoing discussion of results, operational priorities and investments.
The key to effectiveness lies in the division of labour, which is defined in advance. Day-to-day operational activities remain the full responsibility of management. The Board, on the other hand, is involved in decisions that affect the company’s capital and financial structure: investments exceeding a certain threshold, new lines of credit, and extraordinary transactions. Defining this scope in advance eliminates ambiguities, speeds up the decision-making process and clarifies the respective responsibilities of management and shareholders.
There is also a function of the Board that is not recorded in the minutes. The monthly meeting also serves as a forum for strategic guidance and support: the experience gained from other operations enables the transfer of methodologies, market benchmarks and the ability to anticipate risks, which can prove invaluable to a management team experiencing corporate autonomy for the first time. At this stage, the board is not merely a supervisory body; it acts as a catalyst for the company’s managerial development.
For M&A advisers and senior executives at the selling companies, the structure of the Board is one of the most significant indicators of the buyer’s corporate quality. A Board established within the first few weeks, with clear responsibilities and a defined timetable, demonstrates that the focus is not solely on the acquisition but also on establishing corporate governance.
In a patient capital model, a stand-alone Board of Directors is not merely a formality, but an essential tool for guiding the transformation from a division into an autonomous company. It is the body through which the company gains genuine decision-making autonomy, consolidates its governance structure and creates the conditions for sustainable long-term growth. Matteo Bordato is the Chief Financial Officer of Newport & Co spa Società Benefit.
Domenico Pirella
Chief Operating Officer, Newport & Co spa Società Benefit
The month’s main carve-out news from around the world
Newport & Co, the Italian permanent capital holding focused on European carve-outs and corporate divestitures, founded last year by Tom Van der Haegen with the backing of Texas-based fund Hampton River Partners, which specialises in incubating and investing in serial acquirer platforms (see another article by BeBeez), has signed a binding agreement to acquire Health Care Group’s ReHa business unit. Completion is expected next September, once the carve-out of the business from the group has been finalised. ReHa will operate as an independent, stand-alone company under Newport & Co’s ownership, with ReHa’s general manager, who devised the project back in 2014, set to become chief executive of the new company, and the entire existing organisation confirmed. It would be Newport’s second deal in less than a year of activity, after last year’s transaction on Prodotti Baumann srl, subsequently renamed ItaSprings, a carve-out from Swiss industrial group Baumann Federn AG (see another article by BeBeez).
Global carmaker Stellantis is to sell Free2move’s car sharing business to German investment holding Mutares, listed in Frankfurt. The sale and purchase agreement was announced yesterday, with the transaction expected to close by the end of 2026 (see another article by BeBeez). Free2move offers short- and long-term free-floating car sharing services, bookable 24/7 through a proprietary mobile app. It runs one of the most geographically diversified car sharing platforms, with fleets in 14 cities across Europe and the United States. Once the free-floating car sharing division has been sold, Free2move will continue to exist as Stellantis’s mobility platform, retaining activities such as rental, leasing, subscriptions, fleet management and its mobility marketplace. As an independent entity under Mutares, Free2move’s car sharing business will benefit from greater agility, dedicated investment and increased operational flexibility, enabling it to pursue growth in a competitive mobility market.
In recent days Nestlé and Californian fund Platinum Equity announced the signing of an agreement to create Peranel, a 50:50 joint venture to which the Swiss group’s mineral water division, Nestlé Waters, will be transferred. The division includes more than 30 brands and products sold in 120 countries, among them S.Pellegrino, Perrier, Acqua Panna and Levissima, as well as premium and functional hydration drinks, the global Nestlé Pure Life brand and other local market leaders (see another article by BeBeez). The carve-out, which is subject to employee consultation procedures and to the necessary regulatory approvals and is expected to complete in the first half of 2027, values Peranel at an enterprise value of 4.9 billion euros (4.5 billion Swiss francs), implying cash proceeds for Nestlé at closing of around 3 billion euros (2.8 billion Swiss francs). Headquartered in Paris, Peranel will be run by an experienced management team led by Muriel Lienau, currently ceo of Nestlé Waters.
The Ibla Industries II fund managed by Ibla Capital has sold the BWR group to FairCap, a pan-European investment firm founded in 2020 with offices in Munich, Milan and Paris (see another article by BeBeez), completing an industrial project begun in February 2025 with the carve-out of BWR Power Systems Lugo from the BorgWarner group (see another article by BeBeez) and subsequently developed through the integration of Electro System, acquired in June 2025 (see another article by BeBeez). Electro System, incidentally, had been acquired by Ibla Capital from FairCap itself, which in turn had bought it in 2024 from Novomatic Italia (part of the Austrian Novomatic group), also in a carve-out transaction (see another article by BeBeez). With today’s disposal, Electro System therefore returns to FairCap’s orbit, this time as part of the wider BWR group.
Sandvik, the Stockholm-listed Swedish group supplying industrial technology to the manufacturing, mining and infrastructure sectors, with 42,000 employees and revenues of around 121 billion Swedish kronor across more than 150 countries, has announced the acquisition of Italy’s Diemme Filtration, a leading supplier of filtration solutions for the mining industry, until now part of Aqseptence Group, the German company controlled by funds managed under the Power Opportunities strategy of Oaktree Capital Management (see another article by BeBeez). Closing of the carve-out is expected in the third quarter of the year. Aqseptence Group, headquartered in Aarbergen near Frankfurt am Main, came under Oaktree’s control in 2023 (see here the press release from the time).
IMA spa, the Bologna-based group and world leader in automatic machinery for the pharmaceutical, consumer goods and automation industries — 50.02% owned by Alps Holding, the vehicle chaired by Bologna entrepreneur Alberto Vacchi and also backed by a club deal of UHNWI clients of UniCredit, alongside US merchant bank BDT & MSD Partners with the remaining 49.8% (see another article by BeBeez) — has signed an agreement with Austrian private equity fund Lichtenberg Capital, which will acquire a majority stake in its subsidiary ATOP spa, the Tuscan company specialising in automated lines for the production of electric motors. IMA will retain a minority stake and will continue to support the company as an industrial partner. Closing is expected by the end of September, subject to the customary regulatory approvals (see another article by BeBeez). Lichtenberg Capital’s investment strategy consists in backing companies with solid industrial foundations going through periods of change, such as entrepreneurial successions, carve-outs, restructurings or strategic repositioning.
Apollo, Cerberus and Fortress are reportedly among the main parties interested in taking over the NPL business of Banca Ifis, 50.5% owned by the Fürstenberg Fassio family and listed on the Milan stock exchange. This was reported in recent days by MF. At the end of June the Mestre-Venice bank announced the launch of a competitive process to sell its entire NPL business, with the aim of deconsolidation. The business is currently run through subsidiaries Ifis NPL Servicing and Ifis NPL Investing. To date, Banca Ifis manages around 1.5 billion euros in net book value of non-performing loans, mostly concentrated in the so-called small tickets unsecured segment, that is, small-sized loans without collateral (see another article by BeBeez). As for the structure of the transaction, this has yet to be defined: “It could be a total sale, it could be a partial sale with deconsolidation,” ceo Frederik Geertman explained during a conference call, adding: “The stake we will sell has not yet been decided. There are sophisticated potential buyers and the process is significantly interesting.” The indicated timetable is signing by the end of 2026 and closing in early 2027.
