Change management: disinvestment

Business curve-out, divestment and its integration in the new corporate structure

Executive summary:

One of the international companies, with a longstanding partnership with our Partners, faced a strategic shift in its business focus. The company decided to pivot towards an Enterprise B2B-exclusive model, necessitating the separation and divestment of its SME B2B2C operations. This significant change impacted approximately 20 million EUR in revenue derived from over 250 customers across two different countries (approx. 10% of total company revenue). The key challenge was to create a new, independent business structure for the divested B2C segment while ensuring a seamless transition for over 180 employees.

Generated business impact

+ 0 M€
Revenue curved-out
0
Employees moved
0
Customer managed

Business case

Business Challenge

With its decision of the customer to separate and divest its SME B2B2C business from the rest of the Group, our Partners needed to approach in a holistic way a project covering: curving-out operations from the existing set-up, transition of revenue and employees to new legal entities, running divestment process and finally integrating the operations in the corporate structure of the buyer.

Our approach

Creating a new business structure – The first step involved establishing a distinct and self-sufficient business structure for the divested B2C segment. This entailed defining the organisational hierarchy, financial systems, and operational processes, all while maintaining operational continuity.

Creating new legal entities in two countries  – In order to separate operations it has been decided to move the organized part of the enterprise (curved-out part) to new legal entities. This required establishing new limited liability entities with capital dependencies optimized for the future divestment process.

Employee TransitionIn such process, the transition of employees is critical, but yet sensitive issue. Our Partners managed handover of  180+ employees from the parent company to the newly created entities. This required meticulous planning and execution to minimise different risks, including business disruption risk.

Divestment Process – Following the first phase of the curve-out, our Partners planned and executed successfully divestment of the separated business from current to new owners. This has been a complex process involving legal, financial, and operational considerations, especially as some mid-long term impact of the curve out must have been taken into account.

Integration of Newly Acquired Business  – Once the divestment was complete, the new owners requested support in integrating the newly acquiredbusiness into their corporate structure. Our Partners managed this process, aligning value proposition, management practices, tools, structure and processes.

Results

Even though the complexity of this project has been significant, our Partners managed to keep the ambitious schedule and completed the curve-out in 6 months, the divestment in 4.5 months and the integration in 8 months. As soon as the new owners took over the full control over newly acquired business, our Partners continued supporting them in developing new strategy for international markets expansion.

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