# A surprise exit opportunity is a bad exit opportunity - Author: Petri Lehmuskoski - Published: 2026-10-09 - Group: Exit Proof - Book chapter: 9 - Canonical: https://morescarsthantrophies.com/writing/a-surprise-exit-opportunity-is-a-bad-exit-opportunity A founder gets an enquiry from a company that might want to buy his. He did not expect it. He spends the next months preparing material and discussing the deal, and he misses the actual business. The numbers go down, and the enterprise value under discussion goes down with them. I have seen this more often than the prepared version. I have sold two companies I founded, one to a strategic buyer, one to a buyout fund, and as an investor I have been part of 20+ positive exits. A number of those exits happened this way. My read is that many of them could have had a happier ending if the company had been prepared. In the cases I've seen, the preparation started when the buyer showed up. It has to start years earlier, because the founder does not control the timing. ## You can't see when a buyer's window opens A buyer decides to acquire someone for its own reasons and on its own schedule. The CEO of the target does not know when that plan is made. He finds out when the enquiry arrives. The window then stays open until something else happens. A competitor gets bought. The interested party buys another company. The management on the buyer's side changes. None of these is in the founder's hands. In the unprepared cases, typically everything is missing. There is no link to other potential buyers and no proper due-diligence material. The numbers are mixed. There are no competing offers, no possibility of an auction, and no plan for how to manage the early part of an M&A process. The bride is not dressed. ## Buyers don't buy companies they don't know When I say the network is missing, I mean the network to potential buyers. Buyers do not buy unknown companies. There needs to be some kind of link. In software that link is often an integration with the buyer's product or a presence in its marketplace. A founder cannot build that link after the enquiry has arrived. He can build it in the years before, if he has mapped the likely buyers honestly: who could plausibly care, why they would care, and what would make buying rational for them. One part of being known has changed. More and more, the buyer's team uses AI tools to map a market and to run early diligence before any person calls. Search engine optimisation (SEO) and its version for AI assistants, generative engine optimisation (GEO), are cheap work here. Put structured data on the website for the organisation, the product and the API documentation. Use the same terms on the website, LinkedIn, GitHub and the docs. This does not replace the link. The analyst on the buyer's side reads it before the first call. ## Most people who ask about buying you are not serious In my experience, the majority of the people who enquire about an exit are not serious. The founder cannot tell from the first email. A serious buyer has a clear strategic reason, a business unit involved, a timeline, earlier acquisitions behind it, and specific questions. The other kind sends a junior analyst, gives no valuation range, calls the discussion exploratory, and asks for the customer list before any letter of intent. A twenty-minute call sorts most of them. The founder should not be the one making that call. A founder should run the business, and someone else should own the transaction: the process, the negotiation, the friction. In my book I give that job to someone experienced from the board, who separates the real buyers from the tire kickers before the interest consumes the founder. It is not a job for a junior employee or the head of sales. Whoever takes it needs the authority to say no to a vice president of a multi-billion company. ## Preparing in a hurry costs the numbers the price is built on The biggest danger is the one I opened with. The founder's time goes to the deal, the business loses him, and performance drops in the months when the company should shine. The buyer is looking at those months. I know what a process takes from a founder. An exit process removes the founder from the company for the better part of a year. My first exit and its aftermath kept me on the road for 172 of 220 working days in a year. My other company survived my absence only because a management layer existed that could take over the daily work. If nobody can absorb daily operations, the process damages the very asset being sold. And when the window is open there is little time to fix anything, because operations also demand focus. ## The buyer will wait, but you won't know if it was the best deal A founder can object that a buyer who really wants the company will wait while the material gets built. Due-diligence material and clean numbers take weeks. They will wait. But the founder then signs without knowing whether it was the best available deal. His information about potential acquirers was limited. There were no competitive offers and no proper sales process with proper material. I cannot prove those founders would have got more. Neither can they. One of the most rewarding recent exits I have been part of looked different. The company was profitable, customer-financed, operationally disciplined, and clean enough to understand from the outside. It had become a visible leader in several segments. Eventually three buyers took part in a small competitive process. We did not choose the highest offer. We chose the buyer we believed was the best fit for the company, its employees and its future. We did not aim to build that company to be sold. We built the company to win, not to sell. The buyers arrived later. ## What to have ready years before anyone calls Preparation here means hygiene. Hygiene is cheap, general-purpose, and serves every future the company might choose, including staying independent forever. Shaping the company to one buyer's architecture is the opposite: expensive, specific and premature. I advise against it. What I would have in place: - **Clean IP, standard contracts, books closed on time.** File the evidence as it happens, and the data room is a folder you already have. - **Numbers a stranger can read.** A buyer should understand what is owned, what is contracted, what repeats and what depends on the founder, without heroic explanation. - **A buyer map and a link to each name on it.** - **A management layer** that can run the daily business without the founder. - **Someone other than the founder, named in advance,** who filters enquiries and owns the process. - **A standalone growth plan** and the ability to raise money, with customer concentration low enough to keep your leverage. - **Terms decided before you need them.** Tie exclusivity to milestones, with automatic expiry if the buyer misses one. Have a retention plan for key employees. Treat an earn-out as upside. How early depends on size. Below €1M in recurring revenue, visibility and basic documentation are enough. Between €1M and €5M, add the buyer map, a security overview and the basics of a data room. Above €5M, add margin work, a decision on advisors, and readiness for a competitive process. This applies in most cases. The exception is a company with a deep patent portfolio. There the patent portfolio has the value, not the company. A founder can say: we are not for sale, so this is not for me. Everything is for sale. It only depends on the price. The company with three buyers was not for sale either, until they arrived and we could choose among them. The cases come from the two companies I founded and sold and from exits in our portfolio. The company with three buyers is anonymised. No figure here is aggregated or rounded. More scars than trophies.