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Introductions
Gary Niblett SAP Divestment Portfolio
Manager
Gerald West Head of Security and Controls Assurance 2
Agenda1. The Divestment Scenario
and Serco’s Programme
2. Why are Divestments Challenging?
3. Contractual Documents
4. Techniques to Separate SAP
5. Licensing – SAP & Other Apps
6. Security and Controls Aspects
7. Questions?
3
The Divestment Scenario• Sits on Corporate Single Instance
SAP System (Global Template)
• Discrete parts of the overall Business Divested 2012-15
• Can be complete Legal Entities (Company Codes) or part of
• International Services Company
Seller
Buyer
The Challenge
One of the most
complex business
transactions?
Complexity
• Deal Sensitivity• Inappropriate
data access / loss• Timescale, Scope,
Cost, Reputational Risk
Risk BusinessReadinessAvailability of appropriate internal and
partner support
5
Complexity• Commercial / Legal• Regulatory• Emotional• Share Price Sensitivity• Deal Structure Variation
• Systems / Processes• Infrastructure• Operational Transition• Licencing• Data / Security
Complexity
- Who will offer to buy & what do they want
- This can (and will) change considerably!
Deal Structure Systems / Infrastructure Separation- Lots to Consider!- Not to be underestimated!
7
Risk
• 3rd party data kept separate
• Host data not given to 3rd party
• CAN’T DO what I’m not supposed to!
Data access / loss
Timescale / Scope /Cost / Reputation
• Deal will develop over time
• Who will buy?• What will they want?• What are we
prepared to provide?9
Business Readiness• Are internal and external
resources prepared and suitably skilled?
10
• How ready is the Acquiring Business?
Business Readiness
• Typically already under pressure!
• M&A • Group Finance,
Business Finance• Finance SSC• Fleet, Mobiles, IT, etc.
Internal Resource External Resource• Who will/may be
needed?• Availability of
appropriate external support?
• What position is the Acquirer in?
11
Contractual Documents Sale Agreement Transitionary Services
Agreement (TSA)
Lack of focus, detail, ambiguity will COST!
What is being sold and for what. Will specify
the approach including any TSA
arrangements
Detail the approach during the TSA Period, what
services will be provided and how /when will the
transfer happen
12
Techniques
Direct Separation at or shortly after Sale Date
Typically Increasing Complexity
Provide a System Export
Provide a Full System Copy via
System Landscape Optimisation (SLO)
Acquirer has their own system (maybe SAP,
maybe not)
Acquirer wants your SAP System or part of it
Set up Business on a Stand Alone Platform e.g. SAP
Business ByDesign 13
Approach – is a TSA Required?
• Typically a ‘simple’ Business being divested
• Acquirer well prepared
Direct Separation at Sale Date
Transitionary Services Agreement Required (TSA) to support Migration Approach
Increasing Complexity
• More commonly a TSA will be required to facilitate systems setup and transfer
• Typically 3-9 months duration.
Sale DateTSA End
Date
TSA Period
14
What are you Selling?
• .
15
A Complete Legal EntitySale Date
TSA End Date
TSA Period (if required)
Part of a Legal EntitySale Date
TSA End Date
TSA Period (if required)
Create Newco
Trading
If selling parts of a legal entity (collection of Assets) it is advantageous Tax wise to create a new legal entity ‘Newco’ and sell this after a short trading period
Licencing• Agreement - SAP Contractual Position
• Novation - Divestment Clause
• Transition Timeframe
• Solutions
Security and Controls - Checklist
• SAP Access17
• Non-SAP Applications/Directories
• Assignments of Users
• Hierarchies & Delegated Authorities
• Data Processes
Security and Controls – SAP Access
• Segregation of Users (Grouping)
18
• Clarity on organisational restriction mechanisms
• User access restricted by organisational entities
• Detective report to flag exceptions
• Speedy remediation process
Security and Controls – SAP Separation
• Challenge - Divested company wants our SAP system
19
• Options - SLO/System export
• Data Security/ Data Handling
• Software licencing
Divesting BusinessesMeans
Untangling SAP!
Thank You
Gary NiblettBlue Change Limited
Structured Business [email protected]
07714 934932
Gerald WestSerco plc