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13 Acquisitions in Three Years: What I Learned Building a Buy-and-Build From Scratch

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  • 5 min read

By Lasse Mäkelä, Founder, Larzon Capital


I did not have an office when I started.


Consti Yhtiöt had just made its first acquisition, Koja Yhtiöt, a building technology company that would later become Consti Talotekniikka. I joined as the first employee of Consti Yhtiöt Oy, carrying the title of Head of M&A and, for a period, CFO as well. My desk was in the back room of Intera Partners' offices in Helsinki. The company I was there to build existed mostly on paper, a thesis and a name and one deal that was barely closed.


Over the next three years, I was responsible for thirteen more acquisitions. By the time the acquisition programme was complete, Consti had become one of Finland's largest renovation construction companies. I left in 2012, when all fourteen transactions had been executed. The company listed on the Helsinki Stock Exchange in 2015.


I am writing this because the lessons from that period are the ones I draw on most often in my work today. Not the theory of buy-and-build, which is easy to find in any strategy textbook, but the specific things that made it work in practice.


The story mattered more than the spreadsheet

Consti was buying companies in the Finnish renovation and building services sector. The sellers were almost always entrepreneurs who had built their businesses over decades. They did not need our capital particularly. They needed a reason.


The reason we offered was a vision of what the combined company could become. Finnish renovation construction was fragmented, regional, and stuck at a scale that limited what any individual company could bid for. By joining Consti, a contractor in Tampere could suddenly compete for projects that previously belonged only to the largest national firms.


That story was genuine, and it landed. Almost all of the entrepreneurs who sold their companies to Consti did not exit. They became shareholders in the combined entity, often significant ones. Key employees across the acquired businesses were also brought in as owners. The result was a group of people who were personally invested in the same outcome, which is a very different dynamic from a conventional acquisition where the seller takes the money and the buyer takes the risk.


The equity alignment was not just a retention tool. It changed the quality of the integrations. When the people who understood the business best had a stake in the outcome, they found ways to make things work that no integration playbook would have surfaced.


Target list discipline is an underrated skill

In three years we looked at hundreds of companies and closed fourteen transactions. The ratio matters. A good buy-and-build does not succeed by closing every deal that presents itself. It succeeds by having a clear, evolving picture of which companies fit the thesis and being disciplined enough to walk away from the ones that do not.


We maintained a live target list that was constantly updated. It reflected not just which companies existed but which ones were at the right stage, with the right ownership situation, in the right geography and subsector. The list evolved as the company grew, because what Consti needed from its tenth acquisition was different from what it needed from its second.


The time spent on that list, keeping it current and honest, was some of the most valuable time in the whole process. A bad target that consumes six months of management attention is far more expensive than the cost of the deal itself.


Banking relationships need to be built before you need them

One of the decisions I am most glad we made early was establishing an acquisition financing facility with our banks before we had specific transactions to fund. When a deal moved quickly, and some of the best ones always do, we could close without the delay of a financing process running in parallel.


This sounds obvious but most companies do not do it. They negotiate financing deal by deal, which creates delays, uncertainty, and leverage for the bank at exactly the wrong moment. Having a pre-agreed framework meant that when a seller was ready and the terms were agreed, we could move.


It also sent a signal to sellers. A buyer who does not know whether they can finance a deal does not inspire confidence. A buyer who can close in six weeks does.


Execution costs need managing from the start

Due diligence on fourteen transactions, even mid-market ones, generates significant advisory costs. We managed this by maintaining a small group of trusted legal and financial advisors who understood the Consti thesis and competed for mandates on each transaction.


This worked for two reasons. Familiarity with the business meant each successive DD was faster and more focused. Competition between the advisors kept fees reasonable. Both outcomes matter when you are running a programme of this scale. A buy-and-build that overpays on transaction costs is eating into the returns it is supposed to generate.


Internal communication is where programmes quietly fail

Every acquisition creates internal uncertainty. The employees of the acquired company do not know what their new world looks like. The employees of the acquiring company do not know how the new arrival fits. If that uncertainty is not addressed quickly and directly, it becomes friction, and friction compounds across fourteen transactions into something that genuinely slows integration.


We worked hard on internal communication, making sure that people at every level of the organisation understood what we were building and where they fit in it. The vision that sold the entrepreneurs had to reach everyone who worked for those entrepreneurs. A strategy that lives only at the board level is not a strategy. It is a document.


External communication followed similar logic. As Consti grew, our ability to bid for larger and more complex projects grew with it. Customers and potential customers needed to understand that the company they had worked with on smaller projects could now take on significantly bigger ones. That message did not communicate itself.


What I would tell someone starting this today

The buy-and-build model works when the thesis is real, the people are aligned, the financing is in place, and the execution is disciplined. None of those four things can compensate for the absence of another.


The thesis has to be more than a financial argument. The sellers you want to attract are not primarily motivated by price. They have built something and they want to know it will matter. They also want to make sure that the employees will land to a right home after their watch. Give them a story they can believe in and a stake in whether it comes true.


The people who join through acquisitions are your most important asset and your highest execution risk at the same time. Align them properly from the start and they will build the company for you. Get it wrong and you will spend the next two years managing departures.


Financing is infrastructure. Build it before you need it.


And the target list is never finished. The best buy-and-build programmes I have seen treat it as a living document, not a one-time exercise.


I started that journey in a back room with a desk that was not mine and a company that existed in theory. Fourteen acquisitions later, it was one of the largest renovation contractors in Finland. I left in 2012 when the programme was done. The company listed on the Helsinki Stock Exchange in 2015. The model works. The details are everything.


Lasse Mäkelä is the Founder of Larzon Capital, a cross-border M&A advisory firm based in Switzerland, specialising in buy-and-build strategy and execution across the Nordic-DACH corridor.

 
 
 
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