Open letter – Opus Broadband complains to UK Govt over TalkTalk’s sale to BT

Internet provider Opus Broadband, which had been working alongside Alchemy Partners on a since failed c.£100m bid for TalkTalk’s debt-ridden consumer business – before BT stepped in to avoid a sudden collapse, has today published an Open Letter that they just sent to the Secretary of State for Culture (DCMS), Lisa Nandy MP, which highlights their objections to the BT deal.

Just to recap. Opus had a live offer for the consumer business, which they say had not been rejected by the time of BT’s announcement. The provider has already expressed their frustration over the deal once this week in a short comment. But the new letter seems to partly echo the approach already taken by the CEO of Virgin Media and O2, Lutz Schüler, on Wednesday.

Suffice to say that we don’t wish to re-cap all of the recent developments for the fourth time this week (see our prior articles) and so will skip straight to the letter. This broadly sees Opus detailing their bidding history for the company and making the case for why they think the Competition and Markets Authority (CMA) should divest TalkTalk’s consumer business to an independent owner (Opus said their own interest “remains unchanged“).

The letter also notes that Opus itself is currently home to just 50,000 customers, which it has to be said reflects a company that operates at a significantly smaller scale to that of TalkTalk’s c.1.5 million customers. Such a huge and sudden leap in scale, had Opus won the bid, may well have created some challenges and strains for a company of that size to overcome (even a provider as large as BT will not be completely immune to such issues).

Copy of Opus Broadband Letter to Lisa Nandy MP

Dear Secretary of State,

Acquisition of TalkTalk and PlatformX Communications by BT Group

I am writing on behalf of Opus Broadband. We had been in the sale process for TalkTalk’s consumer business since early 2026 and, until BT Group’s acquisition was announced on Monday, had made a publicly reported offer for the consumer business of approximately £100m. BT has described its acquisition as “the only viable option”. Whilst we cannot comment on whether that was the case for TalkTalk’s network and wholesale business, for the consumer business it was not, and we write as a party which had been seeking to acquire and continue operating the consumer business independently.

We support the decision to intervene. Critical public services and hundreds of thousands of vulnerable customers have stayed connected, and that was the right priority. Our concern is narrower. That objective could have been met without BT also taking TalkTalk’s consumer business and, with it, a substantially larger share of the retail market. An emergency intervention to protect vulnerable customers should not result in the permanent transfer to BT of 1.5 million retail customers when a credible independent purchaser was available.

Others have written about the wider implications for wholesale competition and for investment. We do not repeat those points. Ours are different, and we believe they are complementary.

TalkTalk was two separable businesses: the case for rescuing one is not a case for BT owning both

PlatformX Communications Limited (PXC) is TalkTalk’s network and wholesale business. TalkTalk’s consumer business (TalkTalk Telecommunications Limited (TTTL)) serves about 1.5 million households and buys the majority of its connections from PXC. The two businesses have been run separately since 2024 and were the subject of separate sale processes, as was widely reported at the time.

The connections that hospitals, public services and telecare users depend on run over PXC’s network which in turn relies on wholesale inputs acquired from BT Openreach. Even if securing that network for the benefit of those users required an acquisition by BT, it did not require BT to take 1.5 million household customers as well. Under an independent owner, those households would stay connected over the same network, and BT would be paid in the normal course for supplying the underlying wholesale connections to support those customers.

The distinction matters. That no purchaser could be found for the whole of TalkTalk is not evidence that no purchaser existed for the consumer business. The consumer business had been marketed separately, had attracted a separate offer, and had an identified purchaser willing to continue operating it as an independent competitor.

A merger between direct retail competitors

The retail side of this transaction deserves as much attention as the wholesale side. TalkTalk was one of the few remaining national-scale retail competitors to BT. BT, EE and Plusnet compete with it directly for the same households, and BT has itself said that, pending regulatory review, the two businesses will “continue to compete”. BT already describes itself as connecting “more homes than anyone else”.

BT’s own annual report puts its share of retail broadband connections at 30.8%. Adding TalkTalk’s 1.5 million retail customers⁵ increases BT’s customer base by about 17% and takes that share to about 36%. BT’s share had fallen from 32.3% in 2022. From this year, BT’s directors are rewarded for growth in UK retail market share.⁸ This transaction delivers that growth by acquisition, and removes a low-cost rival at the same time.

In our view, the acquisition by BT of TalkTalk’s consumer business will plainly result in a substantial lessening of competition in retail broadband. Our plan was the opposite: to maintain TalkTalk as a vigorous, independent competitor, maintaining and enhancing, rather than reducing, competition.

There was a credible alternative for the consumer business

Opus Broadband is a North West company. We employ about 250 people, serve about 50,000 customers over our own network, and our team has more than three decades of experience in the sector. As has been reported, TalkTalk granted us exclusive negotiating rights in relation to TalkTalk’s consumer business, which expired in mid September 2026. We continued to pursue an acquisition of the consumer business thereafter. Our proposed acquisition was notified under the National Security and Investment Act 2021, and received clearance on 16 September 2026.

We made a further written offer towards the end of September, which was not made public by Opus but was subsequently reported in the press. Any independent purchaser of the consumer business required an ongoing wholesale arrangement because the consumer business does not own the network over which its customers are served. Separate ownership of Consumer and PXC was therefore entirely workable, provided appropriate wholesale arrangements were put in place between them. An acquisition of PXC by BT would have made BT the natural wholesale counterparty for an independently owned consumer business.

It was widely reported during September that a number of parties were considering the acquisition of PXC. We were therefore not surprised when BT ultimately acquired PXC. What was unexpected was that BT also acquired the consumer business, and that the acquisition of both businesses has subsequently been presented as the only viable option.

Those are, in our view, two different questions. BT may have provided the necessary immediate solution for PXC and the continuity of the network and wholesale services it supports. But that does not mean that BT also needed to become the permanent owner of TalkTalk’s 1.5 million retail customers. Indeed, once BT had acquired PXC, there was an identifiable wholesale counterparty from which an independently owned consumer business could continue to obtain the connectivity required to serve its customers.

There was therefore a realistic alternative in which the consumer business remained intact, its customers remained connected and TalkTalk continued as a national-scale retail competitor independent of BT. Opus had pursued that alternative over a period of months, had made a credible offer for the consumer business and had obtained the required NSIA clearance. Our interest remained when BT’s acquisition was announced. Nothing about the need to secure continuity of wholesale supply to the consumer business explains why BT also needed permanently to own the retail customers ultimately receiving that supply.

What BT’s synergies show

BT has told its investors that the acquisition will become “value accretive” as “synergies are realised”.⁹ Those synergies may be commercially rational for BT, but they show why permanent ownership is a different question from emergency continuity. The efficiencies available from combining overlapping retail businesses are precisely what an independent acquisition of the consumer business would avoid.

Jobs in the North West

About 900 TalkTalk and PXC staff, based in Salford, are likely to have transferred to BT. BT has given no commitment on how many of those jobs will remain, or for how long. There is inevitably potential overlap between functions within TalkTalk’s consumer business and those already undertaken within BT, EE and Plusnet.

BT’s total workforce fell by 7% last year to below 108,000, and it has raised its cost-saving target to £3.7 billion a year by 2030. Our plan was to keep the consumer business as a standalone employer in the North West. An independent owner does not have BT’s duplication.

We do not suggest that employment considerations determine the competition analysis. They do illustrate the difference between acquisition by an existing competitor seeking integration synergies and acquisition by an independent owner intending to preserve the business as a standalone operation.

Vulnerable customers

Protecting vulnerable customers, including telecare users, formed part of our acquisition planning before BT’s acquisition was announced, and we engaged directly with Ofcom on those issues. Our plans included moving TalkTalk’s vulnerable customers into a not-for-profit organisation dedicated to serving them.

Our proposed acquisition was likewise designed to preserve continuity of service for TalkTalk’s customers through the restructuring.

The public interest powers should be used where they are needed, and no further

The grounds in the Public Interest Intervention Notice required that essential services and vulnerable customers stay connected. They may support the rescue of PXC by BT, but they do not support an acquisition by BT of the consumer business where there was a credible alternative purchaser in place who would have been able to ensure continuity of service for all TalkTalk’s former household customers.

We will make representations to the CMA in accordance with its process. We ask that:

• the public interest is considered separately for each of the two businesses;

• the competition concerns that undoubtedly arise in relation to BT’s acquisition of the consumer business are addressed by an effective structural remedy, and are not treated as an unavoidable consequence of the measures needed to secure continuity for PXC. Any clearance of BT’s acquisition of PXC should be conditional on divestment of the consumer business to an independent purchaser within a defined period; and

• the consumer business remains operationally and commercially separate from BT in the meantime, with no irreversible customer migration, systems integration, termination of material contracts or other step that would prejudice its viability or make a later divestment materially more difficult.

Protect customers, and protect their choice

We are not asking for preferential treatment for Opus. We are asking that TalkTalk’s consumer business is divested to an independent owner approved by the CMA through its normal processes. Our own interest in the consumer business remains unchanged.

We would welcome an early meeting with you and your officials.

Yours sincerely,

Mike Ellwood
Chairman
Opus Broadband PLC

The Secretary of State has specified that the Competition and Markets Authority (CMA) should report back to her on all this by 19th October 2026, which doesn’t allow much time for an effective review. But then Lisa Nandy has already issued a Public Interest Intervention Notice under section 42 of the Enterprise Act 2002, which allows her to consider the wider public interest of the deal, once the CMA has reported (BT would not have been able to make their move without a nod of approval from the government).