Negotiating the sale price: techniques and acceptable limits
Introduction
Negotiating the sale price is often the most delicate moment in a business transfer. After months of preparation, you find yourself facing a buyer who challenges your valuation or proposes an amount well below your expectations. How should you react? How far should you accept to go down? What arguments should you use to defend your price?
Many sellers approach this stage without a clear strategy. Some give in too quickly for fear of losing the buyer. Others remain rigid on an unrealistic figure and scare off serious candidates. Between these two extremes, there are effective negotiation techniques that allow you to defend your valuation whilst remaining open to dialogue.
This guide gives you concrete tools to prepare your negotiation, identify the arguments that resonate with buyers, and recognise the limits not to cross. You will also learn to spot the red flags of an unserious buyer and avoid classic mistakes that could compromise your sale.
Negotiation is not a confrontation, it is a structured discussion based on objective data. With the right preparation and the right partners, you can defend your price whilst building a relationship of trust with your future successor.
📌 Summary (TL;DR)
Negotiating the sale price of a business requires rigorous preparation: knowing your floor price, supporting your arguments with objective data and using techniques such as negotiating in stages or strategic silence. Value non-financial elements (transition, support, growth potential) and know how to recognise acceptable limits.
Avoid common mistakes such as accepting the first offer without discussion, justifying excessively or neglecting payment terms. Surround yourself with experienced partners to secure the transaction and maximise your chances of concluding at a fair price.
📚 Table of contents
Preparing the negotiation: knowing your floor value
Before entering into negotiation, define your absolute minimum price. This threshold is calculated by combining three elements: the objective valuation of your business, your personal financial needs (retirement, future projects), and your real alternatives (keeping the business, partial liquidation).
This preparation is not a simple estimate. It requires rigorous financial analysis and reflection on your life goals. A seller who knows their floor negotiates with confidence and avoids regrettable concessions.
The experts in the Leez network, fiduciaries and M&A advisers, can support you in this crucial stage without any obligation on their part.
The documents that strengthen your position
Your credibility rests on tangible evidence. Prepare these elements before any discussion:
- Audited accounts for the last 3 years
- Realistic and justified financial projections
- List of key client contracts with duration and value
- Inventory of tangible assets (equipment, stock) and intangible assets (patents, trademarks, know-how)
These documents transform your discourse into factual arguments. Consult our guide on preparing for the first meeting for a complete checklist.
Effective negotiation techniques for sellers
Negotiating the sale price relies on concrete techniques, adapted to the context of Swiss SMEs. Here are four proven approaches that strengthen your position without compromising the relationship with the potential buyer.
Each technique is based on pragmatic and ethical principles. The objective is not to manipulate, but to defend the real value of your business methodically.
Anchoring the discussion on objective data
Systematically bring the conversation back to verifiable figures: sector multiples, stabilised EBITDA, turnover growth. Avoid emotional arguments that weaken your position.
Concrete example: "Our average EBITDA of 300,000 CHF over three years justifies a multiple of 4 to 5x according to Swiss industrial sector standards. This positions our price at 1.2-1.5 M CHF."
Objective data cut short attempts at subjective devaluation.
Negotiating in stages, not as a block
Break down the total price into distinct elements: base value of the business, adjustments for stock and cash, possible earn-out linked to future performance. This approach shows your flexibility without underselling the value.
Example: base price 1 M CHF + 150,000 CHF stock + 50,000 CHF cash = 1.2 M CHF total. You can negotiate the adjustments whilst preserving the base.
Using strategic silence
After stating your price, remain silent. This underestimated technique puts pressure on the buyer, who may reveal their true limits or accept your proposal more easily.
The discomfort of silence naturally pushes people to fill the void. Resist the urge to justify or explain further. Let the buyer react first.
Valuing non-financial elements
Highlight the quality of your team, established reputation, solid client relationships, unique know-how. These intangible assets justify a premium price and are difficult for the buyer to quantify.
Example: an SME with 20 years of local presence and 85% client loyalty possesses relational value that exceeds accounting figures.
The arguments that resonate with buyers
Understanding what really motivates an acquirer transforms your approach to price negotiation. Buyers do not only pay for your past results, but for future potential and the security of their investment.
Three arguments consistently stand out in successful transactions. They address the concrete concerns of acquirers and justify a firm price, or even a premium.
Demonstrable growth potential
Identify concrete unexploited opportunities: new geographical markets, digitalisation of processes, diversification of the offering. The buyer invests in the future, not only in the history.
Quantified example: "Our current presence is limited to French-speaking Switzerland. Expansion into German-speaking Switzerland could generate 200,000 CHF of additional turnover in the first year, according to our preliminary market studies."
Secure transition and support
Propose structured support of 6 to 12 months to facilitate the handover. This guarantee considerably reduces the risk perceived by the buyer and justifies a higher price.
Risk reduction equates to measurable added value. A buyer will pay more for a controlled transition than for a solo takeover.
These terms can be discussed from the first contact with the acquirer.
Immediate profitability
A profitable business from day one, without major restructuring required, represents a powerful argument for a firm price. Highlight your net margin, positive cash flow and optimised cost structure.
Key figures: EBITDA margin above 15%, cash covering 3 months of expenses, no urgent investment required.
Recognising the limits: when not to negotiate
Knowing when to say no preserves your credibility and the value of your business. Certain situations require a firm position, even at the risk of losing an apparent opportunity.
Negotiating at any cost weakens your position and attracts unserious buyers. Recognising acceptable limits protects your long-term interests and maintains the integrity of the sale process.
The red flags of an unserious buyer
Certain signals reveal a buyer who is wasting time:
- Requests for excessive reduction (more than 20-25% below your price)
- Absence of clear financing or demonstrated purchasing capacity
- Delays that drag on without valid reason
- Requests for sensitive information without signing an NDA
- Constant comparisons with other opportunities
Faced with these behaviours, it is better to close discussions and focus on qualified acquirers available on the Leez platform.
When your floor price is reached
If the offer falls below the minimum threshold defined during your preparation, refuse. No negotiation justifies accepting less than your objectively calculated floor value.
It is better to wait for a better qualified buyer or reconsider the timing of the sale. Consult our article on the signs that it is time to sell to assess whether the timing is optimal.
Preserving the integrity of the process takes precedence over haste.
Common mistakes to avoid in negotiation
Certain mistakes systematically weaken the position of sellers, even experienced ones. These traps are predictable and avoidable with adequate preparation.
Recognising these counterproductive behaviours allows you to maintain a strong posture throughout the sale price negotiation.
Justifying excessively
Too many explanations signal weakness. Remain concise and factual in your responses.
Weak formulation: "I am asking for 1 M CHF because I have invested a lot, worked hard for 15 years, and I need this sum for my retirement..."
Strong formulation: "The price is 1 M CHF, based on an EBITDA of 250,000 CHF and a sector multiple of 4x."
Accepting the first offer without discussion
Even an attractive initial offer generally leaves room for negotiation. Accepting immediately signals an urgency to sell that weakens your position.
Recommended tactic: thank them for the offer, take 24-48 hours to analyse it, then formulate a moderate counter-offer (5-10% above) that shows your seriousness without blocking the discussion.
Neglecting payment terms
The displayed price is not everything. Payment terms directly impact the real value: cash, staggered over several years, conditional earn-out.
Comparison: a price of 1 M CHF staggered over 5 years is worth less than a price of 900,000 CHF cash, taking into account the risk and the time value of money.
Always negotiate the price AND the terms simultaneously.
Relying on the right partners during negotiation
External experts strengthen your credibility and manage the complex technical aspects of negotiation. Their professional presence professionalises the process and reassures the buyer about the quality of the transaction.
Leez gives you access to a network of qualified partners, fiduciaries for valuation and audit, lawyers for drafting contracts, M&A experts for negotiation strategy, without any obligation to engage them.
These professionals can make the difference in a complex negotiation, particularly for transactions above 500,000 CHF. Their intervention is an investment that often pays for itself through a better final price.
Leez remains a neutral platform that facilitates connections and provides the digital infrastructure. Strategic decisions and the choice of partners are entirely yours.
Negotiating the sale price of your business requires preparation, method and a good dose of pragmatism. Knowing your floor value, relying on objective data and mastering a few negotiation techniques give you the keys to defend your position with confidence. The arguments that resonate with buyers are not always those you imagine: growth potential, secure transition and immediate profitability often weigh more heavily than history alone.
Also know how to recognise the limits: some buyers are not serious, and your floor price must remain a red line. Avoid classic mistakes such as accepting the first offer without discussion or neglecting payment terms. If you feel that the negotiation exceeds your skills, do not hesitate to surround yourself with expert partners.
Are you ready to take the plunge? Publish your business on Leez for 490 CHF and give it the visibility it deserves amongst qualified acquirers.
