---
title: "The Exit Process and M&A | Tero Nummenpää | Neuvottelija 26"
summary: "Tero Nummenpää, chairman of Translink International, and Sami Miettinen open up how a founder-owned company worth between ten and fifty million euros actually gets sold. The episode contrasts the heavy two-stage auction with a lighter model that nails the main terms already at the letter-of-intent stage, and explains why the depth of the sales material determines how high a buyer will bid. The discussion covers the difference between industrial and financial buyers, the role of the shareholders' agreement, the kickoff workshop question about hidden problems, and a fee model weighted to success. It closes on the pandemic's effect on cross-border processes, virtual due diligence rooms and complex consideration structures."
datePublished: 2020-06-28
dateModified: 2020-06-28
originalLang: en
section: economy
sections: ["economy","tools"]
authors: ["Sami Miettinen"]
tags: []
canonical: https://ai.neuvottelija.com/ep26-exit-prosessi-ja-yrityskaupat-tero-nummenpaa/
---
# The Exit Process and M&A | Tero Nummenpää | Neuvottelija 26

# The Exit Process and M&A | Tero Nummenpää | Neuvottelija 26

> **Summary:**
> Tero Nummenpää, chairman of Translink International, and Sami Miettinen open up how a founder-owned company worth between ten and fifty million euros actually gets sold. The episode contrasts the heavy two-stage auction with a lighter model that nails the main terms already at the letter-of-intent stage, and explains why the depth of the sales material determines how high a buyer will bid. The discussion covers the difference between industrial and financial buyers, the role of the shareholders' agreement, the kickoff workshop question about hidden problems, and a fee model weighted to success. It closes on the pandemic's effect on cross-border processes, virtual due diligence rooms and complex consideration structures.

---

## Key Themes

* **Matias Mäenpää the EXIT book and selling Pappila Penkkala to Visma:** Discussed from 00:00 onward.
* **Tero's route from industrial engineering to investment banking:** Discussed from 02:00 onward.
* **The pandemic across thirty countries: China South Africa Latin America:** Discussed from 04:00 onward.
* **Technology and e-commerce deals closed during the pandemic:** Discussed from 06:00 onward.
* **The two-stage auction versus a lighter letter-of-intent model:** Discussed from 08:00 onward.
* **Growth and profitability are what break in due diligence; close fast:** Discussed from 10:00 onward.
* **Industrial versus financial buyers; the shareholders' agreement:** Discussed from 12:00 onward.
* **The kickoff workshop question about hidden problems:** Discussed from 14:00 onward.
* **From physical to virtual negotiation; Teams speeds it up:** Discussed from 16:00 onward.
* **Physical data rooms in the 2000s and Slack as a client workspace:** Discussed from 18:00 onward.
* **The fee model: success fee kicker and discretionary fee:** Discussed from 20:00 onward.
* **Advising the buyer and splitting the synergies:** Discussed from 22:00 onward.
* **Pro Farm: seventy advisers opposite and the earnout structures:** Discussed from 24:00 onward.
* **Nordic arbitration versus American courts:** Discussed from 26:00 onward.
* **What the job demands: negotiation skill and reading the other side:** Discussed from 28:00 onward.