What makes a business “exit-ready”? Scaling and selling in Eastern Europe’s M&A market

Romania’s M&A market performed strongly in 2025, with deal volumes rising and both domestic and international investors showing strong interest, according to EY. In this environment, there are opportunities for companies to scale and eventually sell, but navigating the process successfully requires the right guidance.

To explore what makes a firm “exit-ready,” I spoke with Florin Cerna, Founder and Managing Partner at BrinkThink. His boutique advisory is based in Romania and specializes in M&A, business valuation, and financing.

Florin shared his 20-year journey, spanning his early days as a PwC auditor to his current role as an M&A entrepreneur. He discussed how he helps business owners prepare for sale, the key factors he looks at to determine readiness, and the trends he sees shaping Romania’s M&A landscape.

Q. Can you start by sharing your professional journey and what inspired you to found BrinkThink?

I began my career at PwC in audit, then gradually transitioned into advisory roles covering valuations, insolvency, and business recovery. I had the opportunity to work on an M&A project and fell in love with it. I realized this was the area I wanted to build my career in because it allowed me to shape the future of businesses.

While working in M&A at PwC, I was based in Timișoara. Most of my colleagues were in Bucharest, so I effectively became the go-to person for many of PwC’s M&A projects outside the capital. 

After a decade at PwC, I joined a private company as CFO. That role felt like attending “entrepreneurial school”. Moving from advisor to operator expanded my perspective, giving me firsthand experience with the complexities of scaling, restructuring, and executing transactions.

I founded BrinkThink in 2016 after observing that privately held, mid-market companies were underserved when it came to strategic and financial advisory. The large firms focus on big-ticket deals, and many local consultancies lack the depth required for complex transactions. I sought to bridge that gap, bringing institutional-grade advisory to entrepreneurs and private companies.

Q. Identifying a gap is one thing, but how did you structure your service to be different from the big firms?

I positioned BrinkThink as offering “Big Four” expertise with much more reasonable fees. The key difference was that I would personally work side-by-side with clients at every stage of the M&A process. This contrasted with PwC’s approach, where VPs or Directors sign the deal, while managers or analysts execute the work.

My network from PwC proved valuable in the early days. I capitalized on that and found that besides the technical expertise and quality of BrinkThink’s services, clients resonated with my personal approach. After several high-profile transactions, this became central to my brand and reputation.

Q. Can you give me an overview of your firm’s services?

M&A assistance accounts for about 80% of our work, mostly on sell-side projects. Buy-side projects happen occasionally, but our primary focus is entrepreneurs selling their businesses, not large corporations. Our typical clients are small- to medium-sized companies with €5–€50 million in turnover. Every two to three years, we handle a larger transaction, potentially valued at €100–€200 million.

I also provide business valuation and financing to support M&A projects and as standalone engagements. Although we offer a range of services, that doesn’t mean we’re not selective. I’m very careful with the transactions we undertake. If a project isn’t sufficiently planned, I’d much rather walk away than risk going to market unprepared. In M&A, your reputation is everything, and a poorly executed public transaction can have lasting consequences.

Q. When a business owner approaches you, what do you look at to determine readiness for an M&A transaction?

There are three primary elements I assess. I don’t rank them because each is equally important.

First, I look at the business itself. Is it performing? Are the margins sustainable? Is there potential for scalability? If the answer is no, the business may need intermediate steps before it can be sold. I’ve seen cases where companies rushed to market with shrinking revenues or weak margins, and it rarely ends well.

The market positioning and competitive landscape are also extremely important. A company that holds a defensible position and has clear growth levers is far more attractive to any counterparty.

Second, I assess the quality of the management and the financial department. How is the financial reporting — can the company tell a clear, credible story through its numbers? Investors and acquirers will scrutinize everything during due diligence and beyond, and if the financials are opaque or inconsistent, it undermines confidence before any negotiation begins.

Beyond that, I look at the governance and operational structure: is the business overly dependent on the founder? Are there documented processes, a capable management team, and clear lines of accountability?

The third element is the seller’s expectations. Some sellers have extremely unrealistic views of what their business is worth. Sometimes they’re delusional on purpose but other times, they simply don’t know and anchor their expectations on revenue multiples or other transactional variables they’ve read about. 

Part of my role is educating them, helping them understand how to value the business objectively and set reasonable expectations. The owner needs to have a well-articulated view of why they are pursuing a transaction and what their objectives should be.

Q. Do you manage a typical number of deals annually? How long does an average transaction take to close?

On average, we work on four projects each year. In years when we have a very large deal to manage, we might handle only two or three, since these transactions require significant preparation and involvement.

Pre-pandemic, a typical deal closed in six to eight months. Today, that timeline has stretched to eight to ten months. It seems counterintuitive; in the past, time-consuming tasks included traveling to meetings and managing discussions in person. Now, much of that is handled virtually, yet whether due to drawn-out negotiations or more intense due diligence, transactions are taking longer to complete.

Q. If you could give business owners one piece of advice before committing to an M&A project, what would it be?

Too many business owners treat M&A as a point-in-time event, rather than a strategic process. From day one, build your business with the eventual option to sell in mind. Structuring operations, assets, and finances as a standalone entity makes transactions far smoother. Entrepreneurs often tangle multiple activities together, which makes it incredibly difficult to separate and value a company when it’s time to exit.

It’s also important to recognize that M&A isn’t a restructuring tool. It’s about maximizing value and should be a strategic decision, not a solution for a struggling business. M&A projects are most effective when used to optimize outcomes, plan succession, or prepare for retirement — not as a last resort.

Q. What trends are you seeing shape the M&A landscape in Romania?

Looking ahead, several forces are creating a dynamic period for the market. Entrepreneurs who built their businesses in the 1990s and early 2000s are now approaching succession or exit, which is generating a steady pipeline of transactions.

At the same time, Romanian companies that have expanded beyond national borders are looking to consolidate and grow through acquisitions across the Central and Eastern Europe (CEE) region. Private equity is active as well, with more than half of funds in the market expecting increased deal activity through 2026.

Finally, cross-border interest is expanding, as Western European strategics and regional players look to acquire Romanian businesses. Taken together, these trends signal a highly competitive, opportunity-rich market in the year ahead.