Following a strategic review, our client – a global pharmaceutical multinational – decided to spin off its ophthalmology business, generating around USD 7 billion in annual revenue, creating a new independent entity.
The process required the operational separation between the RemainCo and the new SpinCo, as well as the definition of its Target Operating Model (TOM), including employee transfers, creation of new functions, and the definition of Transition Service Agreements (TSAs).
We led the operational separation for both entities across the analysis, design, planning and execution phases, including support for the “soft spin” and full global Day 1 readiness. Over the two-year project, the team developed a deep understanding of the operations of one of the world’s leading ophthalmology businesses.
The approach
We assembled a global, multidisciplinary team combining functional and technical specialists. Through rigorous document analysis and interviews, we assessed the counterparty’s negotiating position and the strategic rationale of the transaction, preparing the client for the initial negotiation stages.
We supported the design of SpinCo’s TOM across multiple functions:
We also established a central Program Management Office (PMO) for the SpinCo to coordinate all transaction and operational-separation workstreams, ensuring alignment and integrated execution across project teams.
The results
The client successfully completed the spin-off, despite the complexity associated with a USD 28 billion transaction. The clear definition and implementation of the new functions ensured that the SpinCo was fully prepared to operate as an independent, leading global ophthalmology company from Day 1.
