A carve-out isn't a transaction. It's a company build.
Large corporations hold technologies with massive commercial potential that will never be realized inside the existing organization. Different strategic priorities, internal politics, resource constraints — the reasons vary, the result is the same: valuable IP sits unused.
mantro's Carve-Out Factory identifies these hidden gems and turns them into market-ready, independently funded companies — with you as a strategic minority shareholder, not the operator.
01The problem
Why brilliant tech dies inside large corporations
- 01 / 04
Strategic misfit
The technology is real, but it doesn't fit the P&L of any business unit. No one owns it long enough to push it to market.
- 02 / 04
Resource gravity
Operating businesses absorb every available engineer, dollar, and quarter of management focus. Long-cycle innovation loses by default.
- 03 / 04
Risk asymmetry
Inside the company, the cost of trying is visible and the upside is uncertain. Outside, the math flips — capped downside, equity upside, and someone else builds it.
- 04 / 04
The talent problem
The people best placed to commercialize the technology rarely want to run it inside the parent. They want a venture, founder equity, and a clean slate.
02Facts
Executives know the problem. Few solve it inside.
Innovation isn't a strategy gap — it's an execution gap. The decision has been made at the top, the spend is on the books, and the result still disappoints. The cost isn't visible on the P&L: it's the IP that never reaches the market, the founders who leave, the M&A targets someone else may sell back to you later at venture valuations.
83% of companies
rank innovation a top-three priority (BCG, Most Innovative Companies 2024)
3% are ready
to turn that priority into results (BCG, Most Innovative Companies 2024)
About 40% of patents
sit unused at large companies (PatVal-EU, Research Policy 2007)
03In detail
01
Monetize dormant IP without selling it
Carve-outs convert an R&D cost block with no path to market into venture equity. The corporate retains a minority stake, captures upside at venture-grade valuations, and, with a license-plus-equity structure, avoids the discounts and full taxation of a straight IP sale. A later exit through shares is largely tax-exempt for German corporates (§ 8b KStG).
02
Free management bandwidth for the core
Promising but non-core technologies pull focus from the businesses that actually pay the bills. A carve-out moves the technology to a structure that's built for it — and gives the executive team back the quarters they were spending defending the project internally.
03
Stop the burn, keep the upside
You fund the phases up to incorporation from your innovation program — capped, staged, with a real go/no-go after each phase. After that, external investors fund the company at venture-grade valuations. The running project cost leaves your P&L. The upside stays — through equity, the license and often a supply relationship.
04
IP integrity and licensing control
Carve-out structuring defines exactly what transfers, what is licensed, and on what terms. You keep the IP you want to keep, license the rest with field and territory restrictions, and stay in control of the technology's commercial direction.
05
Build the M&A target you'd rather not buy back later
The technology you don't commercialize today may be built by someone else in a few years — and sold back to you at a multiple. Carving out today means a strategic right to re-engage tomorrow, on terms you defined.
06
Continued collaboration with the inventors
The founding team carries the technology forward, but the link back to the corporate lab stays open — joint development, advisory roles, supply or pilot partnerships. The science doesn't leave your orbit; it gets a structure built around it.
04Process
From corporate R&D to operating company — three phases, each with a real go/no-go
Step 01 / 03
Venture Check
Before anyone negotiates, we assess the technology: IP position, readiness, first market, competition, funding path and sector sentiment. The first assessment costs you nothing. Hard killers — a blocking third-party patent, IP that can't be transferred, no payer in the value chain — surface right away. A fast no is a result too.
Step 02 / 03
Venture Readiness (~20–24 weeks)
We analyze the technology, map the commercialization pathway, identify the founding team, design the ownership and licensing structure, develop the investor narrative, and prepare the legal carve-out. By the end of this phase, the venture thesis is built and investors are engaged.
Step 03 / 03
Venture Formation
We incorporate the venture, execute the IP transfer, finalize fundraising, complete the cap table, and launch the company with a full founding team and governance structure.
And we have skin in the game: the last part of our fee is paid only once the company is incorporated, the license is signed and the first external funding is secured.
05Impact
What a carve-out does to the parent company
The carve-out isn't only about the venture. It's about what changes inside the corporation while the venture is being built — and after.
- 01 / 04
For talent.
The best people in your R&D, strategy, and innovation teams want to be near work that has consequence. A live carve-out is a visible signal that this company moves IP to market — not just to slide decks. It attracts the kind of internally entrepreneurial talent every large company complains it can't keep.
- 02 / 04
For internal innovation appetite.
Once one carve-out runs cleanly, the next is easier. Project leads have a real destination for breakthrough work that doesn't fit a P&L. Sponsorship conversations get shorter. The "where could this even go?" question gets a defined answer.
- 03 / 04
For board-level credibility.
Boards reward visible portfolio thinking. A working carve-out is a low-cost, high-narrative proof point — capital-efficient, externally validated, with a real founding team and clean governance. It tells a story about the company that's hard to tell with internal projects alone.
- 04 / 04
For the brand.
The venture's customers, investors, and press become a second channel telling your company's innovation story — credibly, because they have skin in the game.
06Benefits
Benefits
- 01 / 02
For Corporates
- Minority equity stake — upside without operational burden
- Growth funded by venture investors, not your balance sheet
- A small, clean minority instead of dead equity: your stake doesn't stall the next round
- A pre-defined way back: license, partner, acquire — on terms you know
- 02 / 02
For Investors & PE
- Access to pre-validated deep tech ventures — not raw deal flow
- Every venture arrives with: structured IP, tested market thesis, assembled founding team, clear governance
- mantro as co-founder and shareholder — permanent skin in the game
- Plug-and-play infrastructure: the venture is operational from day one
Track record
From stalled Merck R&D to a US-funded venture: MilliporeSigma — Merck's life-science arm — held a protein-membrane technology with applications across cultivated meat and plant-based food. The team had explored commercialization internally; it stalled at TRL 3–4. mantro structured the carve-out, negotiated the IP license, recruited the founding team from inside MilliporeSigma, incorporated the US entity, and closed a pre-seed round with external investors. Merck granted an exclusive license, holds a minority stake and supplies the company. EdiMembre is now Boston-based with active food-industry partnerships — and the relationship between Merck and mantro is open for additional carve-outs.
08Perspective
A carve-out isn't an exit.
It's how you build the next chapter of your company.
Get in touch
If you want to stress-test an idea, unblock an initiative, or simply see whether we're the right partner, let's talk. You can book a straight-to-the-point session with our CEO Manni, or leave us a message.
- Address
- Zielstattstr. 19
81379 München - hello@mantro.net