Episode 127 · 2022-03-26 · 32:40 · Original in Finnish
Uniogen, a Life Science Merger in Turku | Liina-Johanna Leeve, Jarkko Ruohola and Henrik Sora | Negotiator 127
Originally published as “Uniogen | Liina-Johanna Leeve Jarkko Ruohola Henrik Sora | Neuvottelija 127”
Project Lakka combined three Turku life science companies — Labrox, Kaivogen and Abacus Diagnostica — into the new Uniogen, and the host goes through the transaction with the people who did it. The guests are the lawyer Jarkko Ruohola, Labrox's former chief executive Henrik Sora, and Translink's Liina-Johanna Leeve, who sets out three valuation methods. The core of the episode is why an exchange ratio between three companies is a problem of a different order from one between two, and why a share exchange behaves nothing like a cash deal. Ruohola explains how Abacus's more than four hundred small shareholders had to be brought along voluntarily.
Core theses
- Three-way exchange ratios are not an extension of two-way ones: every valuation moves two ratios at once, so the negotiation has no bilateral solution.
- In a share exchange nobody is paid out, so every party keeps arguing about the others' value after signing — which is why the process differs from a cash deal throughout.
- Four hundred small shareholders had to be persuaded rather than squeezed out, and that constraint shaped the structure more than the valuation did.
- Three valuation methods are used not to triangulate a number but to give each party a frame in which its own contribution looks fairly counted.
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Summary
Project Lakka combined three Turku life science companies — Labrox, Kaivogen and Abacus Diagnostica — into the new Uniogen, and the host goes through the transaction with the people who did it. The guests are the lawyer Jarkko Ruohola, Labrox’s former chief executive Henrik Sora, and Translink’s Liina-Johanna Leeve, who sets out three valuation methods. The core of the episode is why an exchange ratio between three companies is a problem of a different order from one between two, and why a share exchange behaves nothing like a cash deal. Ruohola explains how Abacus’s more than four hundred small shareholders had to be brought along voluntarily.
Why three is not two plus one
In a two-party merger there is a single ratio and a single argument. With three parties every adjustment to one company’s value moves two ratios at once, so no pairwise agreement is stable — you cannot settle A against B and then take up C. That is the structural point the episode is built on and the reason Project Lakka took the shape it did.
Nobody gets paid out
A share exchange leaves every party holding the combined company, which means the disagreement about relative value does not end at closing; it becomes a governance question. That is the practical difference from a cash deal, and it explains why the pre-signing negotiation has to do more work.
Four hundred people who could say no
Abacus’s small shareholders could not be compelled, so the transaction had to be one they would each accept. Ruohola’s account of how that was managed is the most transferable part of the episode for anyone facing a dispersed register.
Watch
The recording lives on the Neuvottelija channel: Uniogen | Liina-Johanna Leeve Jarkko Ruohola Henrik Sora | Neuvottelija 127. A Finnish edition of this episode is published at www.neuvottelija.fi.
In depth
The Neuvottelija AI editions carry a long-form write-up of this episode: English · suomeksi.
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People and topics
Guests: Liina-Johanna Leeve, Jarkko Ruohola, Henrik Sora
Topics: M&A & Exits Negotiation