2025
A fastener distributor, Nordics and Baltics
€310 million revenue
Is the acquisition worth what we’re paying?
Terms were agreed in principle at €142 million. Five weeks later our client bought the company for €116 million, with the three people who mattered signed up first.
Client
A distributor of industrial fasteners
Practice
Deals and capital
Partner
Henrik Ahlström
Length
5 weeks inside the exclusivity window, then the first 100 days
Result
Bought at €116 million, not €142 million
The main warehouse aisle, Vantaa
The question, taken apart in week one
The page we wrote on the first day, and what each hypothesis turned out to be once we had the numbers.
Exhibit 0 · Is the acquisition worth what we’re paying?
ConfirmedPartlyRuled out
The question
Is the acquisition worth what we’re paying?
Deals and capital
Part 1
Are the synergies in the model real?
- Purchasing savings assume suppliers the two don’t share.Confirmed · 70% of spend with different suppliers
- Cross-selling assumes the same people sign the orders.Partly · overlap in 40% of accounts, different buyers in most
Part 2
What are we buying that isn’t on the balance sheet?
- Three people hold the key customer relationships.Confirmed · three people hold 38% of revenue
- The seller has deferred investment in the site.Confirmed · roof and racking, €6.5m, deferred four years
Part 3
Can we run it in year one?
- Their systems and ours won’t meet for two years.Ruled out · both on one ERP family; nine months, not two years
- The first hundred days have no owner.Confirmed · nobody named until we asked
Situation
Our client distributes fasteners and fixings to manufacturers in Sweden, Norway and the Baltics. It had agreed terms in principle to buy a Finnish competitor with a warehouse in Vantaa, at €142 million, and had six weeks of exclusivity to confirm the price.
The bank’s model justified the price with shared purchasing and cross-selling. The CEO wanted an independent view of both before the board signed.
What we found
The two companies bought from different suppliers for 70% of their spend, so the purchasing savings were a third of the model’s. Cross-selling assumed the same people signed the orders on both sides; in most shared accounts they did not.
Two things were not in the model at all. The Vantaa warehouse needed a new roof and racking that had been deferred for four years, about €6.5 million. And three account managers held 38% of the revenue, with no agreement that kept them past closing.
Exhibit 3Enterprise value, € million
What the company was worth, four ways
Source: target accounts 2020–2024, comparable Nordic deals 2019–2025; Kvist analysis
The agreed price sits inside every method. The first ask sat outside all of them.
What changed
Spend and customer overlap, supplier by supplier and account by account, from both companies’ data rooms.
A site walk in Vantaa with the client’s own facilities manager, and the capex history against depreciation.
A revised valuation to the board, four ways, with the conditions for signing.
An offer at €116 million, with 24-month retention agreements for the three account managers signed before closing.
The client’s COO named integration lead, with a 100-day plan and the systems merged in nine months.
The result
In the first model
In our answer
Price
€142m
€116m
Purchasing savings a year
€4.8m
€1.6m
Deferred site investment
not included
€6.5m
Key people signed before closing
0
3
The answer, in 12 pages
What the board received at the end of the diagnostic. The appendix holds every number and how we got it.
The answer, on one page
1
Four ways to value it
2
Synergies, supplier by supplier
5
People and customers
7
The site
9
Systems
10
Conditions for signing
11
The first hundred days
12
Next engagement
Why is our margin falling while sales grow?
A pump manufacturer in Västerås
·
2025
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