SMC Corporate Finance advises STAR AG on the carve-out and sale of STAR IMT to TSS / SemaForge
SMC Corporate Finance supported STAR AG in structuring the carve-out of the STAR IMT (Information Management Technology) business unit and in the international sale to TSS / SemaForge.
Over more than two decades within the STAR Group, STAR IMT developed highly specialized software solutions for the digital management of technical product information. At the core are GRIPS, a semantic content management system (CMS), and PRISMA, a scalable content delivery portal. The platform enables the structured creation, management, and delivery of complex technical documentation across the entire product lifecycle.
With a clear focus on regulated and technology-driven industries – particularly automotive, mechanical engineering, and defence – STAR IMT positioned itself as a provider of mission-critical software solutions with strong customer stickiness, long implementation cycles, and recurring revenues. The solutions combine content engineering, workflow automation, and increasingly AI-supported functionalities to boost efficiency in technical information management.
As part of its strategic focus, STAR AG decided to divest the fast-growing software business through a carve-out and structured sale process. The transaction was implemented as an asset deal, under which intellectual property, customer and employee contracts, and other operating assets were transferred to SemaForge AG.
SemaForge AG is a newly formed platform company of Total Specific Solutions (TSS). TSS is an international provider of vertical business software solutions and part of the publicly listed Constellation Software Inc. The TSS model is based on the long-term ownership and development of specialized niche software companies with strong market positions, high technological competence, and sustainable cash-flow profiles.
With SemaForge, a strategic owner has been found who aims to further develop STAR IMT as a standalone vertical software platform, with a focus on product innovation, internationalization, and scaling of the recurring revenue model.
SMC Corporate Finance acted as exclusive sell-side advisor throughout the entire process – from defining and structuring the carve-out and positioning the investment case in the international market through to the successful execution of the transaction. In addition to the financial preparation of the business unit, SMC Corporate Finance supported the preparation of pro forma financial information, the analysis of recurring versus project revenues, and the development of an independent, growth-oriented business plan as the basis for the structured auction process.
SMC ran a wide-ranging auction process involving international private equity investors as well as selected strategic buyers capable of supporting STAR IMT’s growth strategy.
Furthermore, SMC led the structuring of the transaction as an asset deal, the drafting and negotiation of service level agreements (SLAs), and the optimization of the purchase price structure, ensuring that the interests of the existing owners were safeguarded and that a smooth operational transition was secured.
