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Cambridge MC negotiates sale of Post Office Telecoms Business Unit
Successful divestiture and auction process managed by Cambridge MC
Cambridge Management Consulting was appointed by the Post Office Limited (the Post Office) to support them on a strategic review of their consumer telecommunications (phone and broadband) business.
Following a thorough review of strategic options, it was decided to make a divestiture of the business through an auction process with the outcome that Post Office Telecoms was sold to Shell Energy Retail Limited, SERL, (Shell) in the first quarter of 2021.
We were engaged to work with the Post Office and other external advisors to manage the process.
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The
Strategy
- Given Cambridge MC’s close understanding of both client and sector, we took a leading role in the sale process. We worked closely with the financial and legal advisors to prepare an information memorandum issued to a carefully selected pool of potential buyers.
- We worked collaboratively with the other advisors, providing insight on the sector and likely buyers. This created a focused and targeted approach to the sale.
- We provided telecoms, commercial and technical expertise in the review and assessment of all purchase bids, inputting recommendations to the client’s senior management team.
- We assisted in negotiations with the bidders and input to shortlisting and down selection of the preferred bidder.
Interdependencies
The Post Office Telecoms Business Unit was highly outsourced, therefore the relationship with the lead outsourcing partner was key to the success of the sale. A good relationship was established with the outsource partner through regular and structured discussions, resulting in a comprehensive and informative output from the review.
Cambridge MC carried out a careful review of the existing outsource arrangements, particularly with respect to exit and transition of services in the event of a change in outsourcing partner.
Vendor due diligence
Vendor due diligence was carried out in two phases; first with a small group of potential bidders, and secondly with a carefully selected preferred bidder. Cambridge MC populated and assisted with the management of the Virtual Data Room and Q&A process, acting as an interface between the bidders, the Post Office’s subject matter experts and the lead outsourcer.
Legal
Cambridge MC worked collaboratively with both the internal legal team and Norton Rose Fulbright (external legal team). We assisted with the timely creation and review of all sale-related legal documentation, including guidance notes for bidders on the existing outsource agreement and the structure of the novation agreement.
Transitional Services Agreement (TSA)
Cambridge MC led on the design and content of the Transitional Services Agreement (TSA), working collaboratively with the legal, commercial and procurement teams. This involved negotiation of terms with the preferred bidder and development of a robust separation plan with the Post Office’s operations.
Following completion, we executed against the TSA and separation plan.
Governance
Cambridge MC supported the Post Office’s governance processes throughout, including the preparation of board and shareholder approval papers.
Outcomes & Results
01
Smooth TSA process
Cambridge MC provided a complete solution with ongoing accountability for early deliverables
02
Exit of services
We quickly established ourself as the lead on exit and transition of services. This proved invaluable both in assisting the due diligence of the preferred bidder and also in structuring the transaction documents to enable a successful sale.
03
Advisory roles
Cambridge MC provided strategy advice to Post Office executives during the sale process, to ensure that the Post Office maximised its sale price and maintained the probability of delivering an outcome during the tough market conditions of Covid-19.
04
Results
Post Office Telecoms was sold successfully to Shell in Q1, 2021.
"The Cambridge MC team have been instrumental in delivering a successful sales outcome for the Post Office Telecoms Business Unit”
Meredith Sharples, Director, Post Office Telecoms
"Instrumental in delivering a successful sales outcome "
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