Neuvottelija · Articles

EP276 · Economy · first published 2024-10-16

M&A Growth After an IPO | Mikko Keskinen, Jari Lauriala | Negotiator 276

This is a summary on Neuvottelija — Articles. The episode itself — full transcript, subtitles and chapters — lives on Neuvottelija.com, which is its canonical home.

Tamtron CEO Mikko Keskinen and Translink Corporate Finance founding partner Jari Lauriala explain how a First North listing in December 2022 financed the Lahti Precision acquisition a few months later, which brought nearly 20 million euros of revenue and about a hundred new colleagues. The episode's most transferable passage is the structure of the follow-on issue: a guaranteed allocation for existing owners with the remainder opened to the public, avoiding both the slowness of a rights issue and an overnight directed issue at a discount. It also covers the difference between a financial adviser and a Certified Adviser, the anchor-investor bottleneck in Finland, the shift from equipment sales to recurring revenue through the mScales cloud service, regulation as a driver of demand, and why buying a distributor is a lower-risk path than buying a competitor. **Disclosure:** Translink Corporate Finance executed Tamtron's listing and acts as its Certified Adviser; interviewer Sami Miettinen is a partner at Translink and guest Jari Lauriala is his colleague and a founding partner of the firm.

Sami Miettinen · Sections: AI and the Economy

M&A Growth After an IPO | Mikko Keskinen, Jari Lauriala | Negotiator 276

Summary: Tamtron CEO Mikko Keskinen and Translink Corporate Finance founding partner Jari Lauriala work through an unusual case: a listing whose promised growth leap actually arrived — and arrived quickly. Tamtron listed on First North in December 2022, and by spring 2023 it had bought Lahti Precision, bringing nearly 20 million euros of revenue and about a hundred new colleagues.

The episode’s technically most valuable passage is how the deal was financed. The follow-on issue used a hybrid structure: existing owners received a guaranteed allocation and the remainder was opened to the public. That avoided both the slowness of a rights issue and the discount of an overnight directed issue.

Disclosure. This episode is unusually conflicted, and it says so itself. Translink Corporate Finance executed Tamtron’s listing in 2022 and acts as the company’s Certified Adviser. The interviewer, Sami Miettinen, is a partner at Translink, and the guest, Jari Lauriala, is his colleague and a founding partner of the firm alongside Tero Nummenpää. Miettinen puts it himself: “this means I’m on somewhat thin ice here.” He also states twice in the episode that no investment recommendations are being given. This article does not assess Tamtron as an investment and takes no view on its valuation; it is about transaction technique.


A note on reading this

Two things are worth keeping apart throughout.

Transaction technique — the structure of the issue, the adviser roles, the mechanics of anchor investors, the risk difference between vertical and horizontal acquisitions — is the episode’s transferable content, and it holds regardless of anyone’s view of Tamtron. It is also the part where the guests speak from their own experience rather than in generalities.

Assessments of the company — growth prospects, multiples, “hidden value”, technology leadership — are the views of a chief executive and of that company’s own adviser, about their own company and their own work. They are attributed by speaker and the article does not confirm them.

Two figures in the episode are uncertain and are marked as such in the text. Both were checked against the English subtitle track, which is the more carefully cleaned version for this episode.


1. “Listing is a tool, not an endpoint”

The episode opens on a line from Lauriala that doubles as Translink’s screening criterion:

“A listing is in a way a tool for a company in its lifecycle. It is not an endpoint for anything.”

Concrete proof follows immediately: nobody sold shares in the offering. It was not, in Lauriala’s words, a “cashing-out spot” but a way of handling the situation at hand and enabling future growth.

From which he derives what Translink does not take on:

“We don’t get involved in projects where it sounds a bit like this will just about hold together until the listing and then the surprises start — or where there are other objectives that aren’t long-term. The interests have to align with the investor who comes in at the listing.”

This is an adviser’s own account of his own selectivity, not an outside observation — and should be read as such. The claim is nevertheless testable after the fact, and the rest of the episode is effectively that test: was a growth leap promised in the offering, and did it come?

2. Two roles that are constantly confused

This is the episode’s most useful single distinction, and it is poorly understood in Finland.

Role What it does Who oversees it
Financial adviser Gets the offering done: secures sufficient anchor demand, handles the institutional side, is responsible for the transaction completing A contractual relationship with the company
Certified Adviser First ensures the company meets the exchange’s criteria, then supervises its compliance with continuous disclosure obligations An institution of the exchange itself

Both sat with Translink in this case; Nordnet handled the retail side, marketing to private investors.

Lauriala separates two further regulatory layers that are easily conflated: regulation deriving from statute, supervised by the Financial Supervisory Authority, and self-regulation, the exchange’s own rulebook. Both must be in order.

And he offers an assessment that applies to the whole Helsinki exchange:

“This is an excellent system that First North has. Compared with main-list companies, there is no equivalent there — and there have been quite a lot of disclosure problems at many large companies.”

Note the direction of that argument. It is counter-intuitive: the more lightly regulated marketplace has a supervisory mechanism the more heavily regulated main list lacks. A Certified Adviser is a continuing relationship rather than a one-off approval — and Keskinen later confirms its practical value: “the phone line is there the whole time.”

3. Anchor investors — and Finland’s structural bottleneck

Miettinen admits to having been critical on this point: finding anchor investors is hard. In Tamtron’s offering they were found, and the episode names them: Tero Luoma and Marjo Miettinen, that is Ensto Invest, along with Hannu Kytölä. Miettinen also called Mika Heikkilä of Proprius Partners, who could not participate — the fund was not yet set up — but came into the company later.

Late in the episode Lauriala turns this into a structural observation that matters more than the individual names:

“If you’re doing a listing of tens of millions, in practice it always requires that you have pension money in it — or one of the largest family offices, which have balance sheets in the hundreds of millions. And the number of those is simply small in this country.”

The capacity of Finland’s IPO market therefore rests on a few dozen balance sheets. Lauriala divides the field into three and characterises each:

  1. Pension companies“hats off to them for treating all these projects positively. They look at every case and answer quickly.” A no comes from a view on valuation, not from unwillingness.
  2. Family offices — objectives vary; some are actively involved, some are not, some occasionally.
  3. Micro-funds of the Proprius type — few in number, and without capacity for large tickets.

Miettinen adds what decides things at the margin: “sometimes whether the offering gets away depends entirely on whether we get another million from somebody.” Calling round the smaller family offices and the few-million investors is not marginal work; it is often what makes an offering full.

4. Lahti Precision: how the IPO financed the deal

The deal was seller-led: Lahti Precision’s main owner was a private equity fund that started a sale process through its adviser. The timing fell just after Tamtron’s listing.

Lauriala describes the reaction plainly: “We had to react to that situation. We knew every other buyer had been contacted.”

The structure ran like this:

  1. Commercial terms were agreed with the seller.
  2. The company’s main owners — Pentti Asikainen and Ensto Invest — gave subscription commitments, making the acquisition financeable.
  3. Only then was the issue opened to others.

From the seller’s point of view the decisive factor was deal certainty: financing was not left open, and the private equity owner got a “clean exit” in a short time.

5. The hybrid structure — the episode’s most valuable single mechanism

This section unpacks what the structure described in the episode does. The mechanics are the article’s own exposition; the choice and its justification are Lauriala’s.

When a listed company needs money quickly it has two standard options, each with a known drawback:

Option Advantage Drawback
Rights issue No dilution of existing owners; everyone can participate Slow — unsuited to a situation where the seller demands deal certainty
Overnight directed issue Fast and certain Done at a discount to the market price, with existing owners left out — dilution without the chance to participate

Tamtron did a third thing. Existing owners were given a guaranteed allocation, and to the extent they did not subscribe, entirely outside investors came into the same issue.

Lauriala justifies the choice two ways, and the justifications are of different kinds:

“It was a good middle model between a rights issue and this sort of overnight directed issue. It certainly left everyone with a good taste, that it wasn’t done overnight and at a discount to the market value at the time — especially as the company was still quite young.”

The first justification is measurable: no discount to the market price was given. The second is relational — “a good taste” — and it matters more for a young listed company than it sounds. A company a few months into the exchange is still building the investor trust it will need the next time it raises money. The first follow-on issue sets a precedent.

The structure’s precondition is the thing left unsaid: the model works only if the main owners are willing to commit in advance. Without Asikainen’s and Ensto Invest’s subscription commitments there would have been no deal certainty and nothing for the hybrid to secure. That is a property of the ownership structure, not an invention of the adviser — and it cannot be copied into a company with dispersed ownership.

6. What the deal brought

Keskinen’s figures: nearly 20 million euros of revenue and about a hundred new colleagues in Finland. Revenue did not quite double, but the step was large.

In substance the deal brought three things, only the first of which is obvious:

  1. Market share — partly from domestic competitors in certain product groups.
  2. New technologies — dosing solutions and automation Tamtron did not have. Keskinen calls them a “perfect addition”, because they sit on top of the same measurement and weighing core and can be carried into the country companies’ sales channels.
  3. The mScales cloud service — covered in section 7.

On integration, Keskinen states an objective unusually narrow and therefore credible:

“Our most important internal objective was that there must be no breaks or disruptions for customers or for the business.”

A new operating model and roles were in place within a month or two of closing, and 2023 was a record year for the acquired business. Keskinen is candid that this was a different exercise from earlier ones: previous acquisitions were abroad, this one was domestic and partly a competitor.

7. mScales: from equipment sales to recurring revenue

Lahti Precision had brought mScales to market a couple of years before Tamtron launched a similar service of its own. After the acquisition, mScales was chosen as the shared platform.

Keskinen describes the shift at industry level: in the old world software was bought as a package for your own machine; now cloud services replace “a lot of that old hardware” and bring monthly recurring billing.

This leads into the episode’s clearest valuation discussion, which should be read with the disclosure in mind. Lauriala refers to Translink’s own SaaS Quadrant data:

“SaaS is the best of them at the moment, even though the sector is held at a low number — a revenue multiple of about 3.5 to 3.6. This is valuable business, so there’s hidden value in Tamtron.”

This is the company’s own adviser assessing the company’s value, stated beside the company’s chief executive. The article does not confirm it. The mechanism it relies on is, however, generally understood and independent of this company: when a lower-multiple equipment business contains a higher-multiple software business, the group’s blended multiple does not separate them until the software share grows large enough.

Two scalability factors the episode names:

AI arrives on top of this, not beside it. The first AI-based features went into production in mScales after the summer of 2024 for the first customers, and they are priced as add-on services — so they raise the monthly price. Machine vision verifies the weighing result: previously a person checked the load, photographing the bed with a phone.

8. Regulation as a driver of demand

This is the episode’s most counter-intuitive business observation, and Miettinen puts it as a question that is almost a tease: “you’re presumably not too sorry when some rigid bureaucrat says there now has to be this and that requirement.”

Keskinen confirms it. The mechanism is concrete: reform of the waste law required transfer documents for the transport of hazardous waste, with the data going into an authority’s database — and mScales produces them. In the circular economy the entire management of material flows rests on weighing data: what comes in, what goes out, at what degree of processing.

The industry is regulation-soaked in any case: legal metrology and conformity with EU directives apply to measuring instruments directly. Miettinen names the fiscal side — taxes, customs, VAT — and Keskinen adds the ESG dimension with a distinction that lands well for this sector:

“When you want to measure good things — not fluff but genuinely measurable things.”

Weighing data is measurable by definition. That is an unusual position to hold in ESG reporting, where a large share of the metrics are estimates.

9. The EU Growth Prospectus and regulatory review

On First North a listing can be done with a lighter company description if the offering stays below the prospectus threshold. Tamtron’s offering exceeded it, so an EU Growth Prospectus was prepared — which is not an exchange rule but comes directly from statute, and which goes to regulatory review.

Lauriala confirms the review is not a formality: “They really do read it — as they should. We got good comments.”

Miettinen supplies the episode’s best detail here, circling: the accountants draw circles around the prospectus figures to show that each one is traceable to a proper source. And he turns it into an unusually concrete test:

“I’d challenge anyone listening to read those offering documents — you can still stand behind them fairly proudly.”

A correction to what was said in the episode. Miettinen recalls the prospectus threshold as two million and puts it as a question that goes unanswered. In Finland the threshold is eight million euros: the EU Prospectus Regulation lets a member state exempt smaller offers, and Finland applies the highest permitted limit. This does not change the episode’s substance, which is that the offering exceeded the threshold and therefore required a prospectus reviewed by the regulator.

10. Vertical or horizontal — buy the distributor or the competitor

This is the episode’s most transferable M&A lesson, and it is framed as a difference in risk rather than a preference.

Outside its home markets Tamtron exports to about 50 countries through a wide distributor network, and many of the Tamtron companies are former distributors. Keskinen calls this a natural path and names why it has worked:

“We’ve nearly always known the target well — and they’ve known us, and we know the cooperation works.”

Lauriala turns it into a general rule:

“If you buy distributors and move forward in the value chain, the risk is significantly lower than buying a competitor. They’re familiar distributors, you know them as people, you know their customers. The integration risk is far lower than going horizontally into some new country or market.”

The structure of the claim is worth unpacking, because it is not obvious. In a vertical acquisition the buyer has already been in a commercial relationship with the target for years. That removes at a stroke the three commonest integration risks: the customer base is known, the key people are known, and the commercial logic has already been tested. In a horizontal acquisition none of these hold, and a new country or product category often comes on top.

Two additions from the episode:

The state of internationalisation, for the record: Tamtron is in nine European countries — the Nordics plus Germany, Poland, Czechia, Slovakia and Estonia. The Danish acquisition was made a year before Lahti Precision and the Norwegian one the year before that. France and the UK are open. North America is in view — Keskinen mentions the Minexpo fair in the United States and Canada’s interest through the EU free trade agreement.

11. Cross-border dominates — and why the foreign buyer usually wins

Miettinen notes that cross-border volume in Finnish M&A is “pretty dominant”, and Lauriala explains why, from a sell-side adviser’s experience.

The typical case is a sector where entering Finland effectively requires an acquisition — greenfield is not possible, or it has been tried and failed. Finland is then “the last missing piece” in the buyer’s Nordic strategy.

“In a situation with a strongly synergistic buyer who wants the target, they’re prepared to pay quite a lot of premium. And then domestic buyers are somewhat weaker.”

And of private equity he makes the same point in reverse: a financial sponsor has to buy cheaply in order to sell expensively at the end of the holding period. Both domestic buyer types are therefore structurally disadvantaged against a strategic foreign buyer — one for lack of synergies, the other because of its return requirement. This is the episode’s clearest answer to why Finnish companies end up in foreign ownership.

12. A drifting exchange and takeover risk

Miettinen raises a setup that applies to the whole Helsinki exchange: Tamtron’s scale has grown, but relative multiples have stayed flat or even fallen, because the Finnish market has been drifting sideways.

He gives the listing multiples — a revenue multiple of about 1.15 and a slightly lower earnings-based multiple — and observes that as scale grew they have “got cheaper”. This is the interviewer’s own reading, and he interrupts it himself: “we’re not giving recommendations in this episode.”

From it follows the episode’s most interesting macro observation:

“The Finnish exchange lags so much that if other exchanges rise and this continues, it’s a perfectly logical consequence that these deals will come. There are several projects live right now.”

Two examples anchor it, both confirmed from the English subtitle track:

A cheap exchange is therefore simultaneously a risk to a listed company’s owners and an opportunity for a foreign buyer, and the two cannot be separated. Miettinen notes that for a value investor like Proprius a public tender offer is “an edge case” in the portfolio — that is, part of the expected return.

13. Owner support and the board

Keskinen describes the board’s composition by area of expertise, and it is unusually clearly constructed:

Person What they bring
Pentti Asikainen, chair Largest shareholder; long operational and entrepreneurial background in the same industry
Hannu Kytölä SaaS and digital business
Pia Hautamäki Sales
Tero Luoma The Ensto Invest perspective

Keskinen’s assessment is a CEO’s own: “from management’s point of view we have an excellent board.” More telling is how he describes the working method — the board is actively involved in updating the strategy and in contact with management outside meetings as well.

The operating model runs P&L by company: Tamtron Oy (the onboard business, which Keskinen runs himself), Tamtron Precision Oy (heavy weighing, systems solutions and mScales) and the country companies. Precision’s CEO, the country managers and the finance directors report to Keskinen.

On the listing’s effect on people Keskinen raises two: staff subscribed shares broadly already in the original offering, and in summer 2024 a share-based incentive scheme was introduced and extended to the new people the acquisitions brought. The listing has also eased recruitment, because information about the company is publicly available.

14. Disclosure, intention to float and the soft launch

Keskinen calls disclosure “challenging in its own way” and names the finance director’s role as large. The Certified Adviser is a continuing support here — not a one-off approval.

Lauriala sets out the order of the closing stages of a listing process, and it is worth reading as it stands:

  1. Soft launch — it is said that a listing is being considered. It does not necessarily lead anywhere; “you sound things out a bit and hold investor conversations.”
  2. Intention to float (ITF) — an announcement of a highly probable listing. By this point the anchor tranche has in practice already been sold, and only the retail portion remains open, typically around 30 per cent or less.
  3. The subscription period announcement follows immediately.

An ITF is therefore not a statement of intent but the announcement of an almost finished package — worth knowing, because the name says the opposite. If the anchors are not in place, no ITF is issued.

Miettinen and Lauriala have both spent five years as trainers on the exchange’s and the Federation of Finnish Enterprises’ 365 days to the exchange programme — the same programme Petri Roininen describes in New Season, New Party Leader | Negotiator 100.

On 2022 Keskinen recalls what happened to the timing: a record listing year had been forecast, and the war in Ukraine turned the situation on its head. He adds an observation that is practical and slightly ironic: when there are few listings, the institutions have time to process them — in a record year, getting bandwidth is hard.

15. Analyst coverage

Tamtron is covered by Inderes analyst Pauli Lohi. Keskinen’s assessment is positive and concerns precisely what is asked of an analyst: “he absorbed our business and the important drivers quickly, and knows how to focus on the right things.”

The episode ends on ice hockey — Keskinen was born in Lahti but grew up in Tampere and supports Tappara, Lauriala as an Oulu native supports Kärpät — with the conversation continuing on the Inner Circle side.


What to take away

  1. A listing’s promise is testable, and here it was tested fast. The growth leap was promised in the offering and arrived within months — rare, in Lauriala’s account, because “many companies state that the funds raised will be used among other things for acquisitions, and how many of them then do it.”
  2. The hybrid follow-on issue is the episode’s most transferable structure — a guaranteed allocation for existing owners, the remainder to the public. It avoids both the rights issue’s slowness and the overnight issue’s discount, but requires subscription commitments from the main owners, making it a property of the ownership structure.
  3. A Certified Adviser is a continuing relationship, not a stamp of approval — and, per Lauriala, First North’s advantage over the main list, which is counter-intuitive with respect to the amount of regulation.
  4. The capacity of Finland’s IPO market rests on a few dozen balance sheets. An offering of tens of millions requires a pension company or a large family office; the rest is settled by calling round smaller investors.
  5. Buying a distributor carries less risk than buying a competitor, because the commercial relationship has already been tested — but this episode’s headline example runs against the rule, which should be read as a statement of probability.
  6. A domestic buyer is structurally disadvantaged against a synergistic foreign buyer, and a financial sponsor is too, because of its own return requirement.
  7. Regulation can be a demand factor. Waste law and circular-economy reporting create direct need for measured weighing data.
  8. An intention to float is the announcement of a nearly finished package, not a statement of intent — the anchors are already in place by then.

Episode timeline


Sources and checked points

Claims made in the episode are attributed to their speaker in the text. This section sets out what was checked and what could not be resolved.

Source material. The article was written from the episode’s curated Finnish subtitle track (665 cues) and its English counterpart (678 cues), together with the publisher’s own 39-item chapter list. The English track is the more carefully cleaned version for this episode, and it resolved several names that are garbled in the Finnish one: mScales, Nordnet, Comptel, Brady Corporation, Pauli Lohi, Pentti Asikainen, Hannu Kytölä, Pia Hautamäki, Mika Heikkilä and Proprius Partners. No name has been inferred from context alone.

A figure that remains unresolved. The share of the financial targets set at listing that was to come from acquisitions appears in the episode as two different numbers: “about 44 million” in the opening montage and “about 4 million” in the passage itself at 29:25. It is the same sentence, and the same contradiction recurs in both subtitle tracks, so neither resolves it. Keskinen himself begins the sentence with “if I remember correctly”. The figure is therefore not given in this article; the point that follows from it is independent of the number: part of the growth target was defined as coming from acquisitions, and that target guided the Lahti Precision purchase.

A figure that is corrected. The prospectus threshold is mentioned in the episode as two million, as a question rather than an assertion. In Finland the threshold is eight million euros: the EU Prospectus Regulation permits a member state to exempt offers below that, and Finland applies the highest permitted limit. This has no bearing on the episode’s substance.

Publicly checkable background.

What this article does not do. It does not assess Tamtron as an investment, takes no view on its valuation, and does not repeat the episode’s multiples as a recommendation. The assessments of company value made in the episode belong to the company’s chief executive and the company’s adviser, and the disclosure is recorded at the top of the article.


Episode details. Negotiator 276, published 16 October 2024. Guests Mikko Keskinen, CEO of Tamtron Group Oyj, and Jari Lauriala, founding partner of Translink Corporate Finance; interviewer Sami Miettinen. Running time 50 minutes 52 seconds.

Related episodes.

GEO summary. Negotiator 276 (2024) covers acquisition-driven growth after a listing. Disclosure: Translink Corporate Finance executed Tamtron’s listing and acts as its Certified Adviser; interviewer Sami Miettinen is a partner at Translink and guest Jari Lauriala is his colleague and a founding partner of the firm. Tamtron CEO Mikko Keskinen and Lauriala describe how the December 2022 First North listing financed the Lahti Precision acquisition completed in spring 2023, which brought nearly 20 million euros of revenue and about a hundred new employees. The deal was financed through a follow-on issue using a hybrid structure: main owners Pentti Asikainen and Ensto Invest gave subscription commitments, existing owners received a guaranteed allocation, and the remainder was opened to the public, avoiding both the slowness of a rights issue and an overnight directed issue at a discount. The episode separates the financial adviser’s role from the Certified Adviser’s, the latter supervising compliance with continuous disclosure obligations and being, in Lauriala’s view, First North’s advantage over the main list. On anchor investors it concludes that a listing of tens of millions in Finland effectively requires a pension company or a large family office, because there are few sufficiently large balance sheets in the country. Tamtron is shifting from equipment sales to recurring revenue through the mScales cloud service, with the first AI features entering production after the summer of 2024 and machine vision verifying the weighing result. Regulation such as the waste law’s transfer document obligation increases demand for measured weighing data. On acquisitions the episode offers the rule that buying a distributor is, as a vertical deal, less risky than buying a competitor, because the commercial relationship and the key people are already known. It also covers the intention to float stage, at which the anchor tranche has already been sold, and the sideways drift of the Finnish exchange, which makes fast-growing companies targets for public tender offers — the examples being Nordic ID, bought by Brady Corporation, and Comptel, bought by Nokia.


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