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V O L . X X X I I N O. I X M AY 4 , 2 0 2 6 22 B U S I N E S S S U C C E S S I O N / T R A N S I T I O N F O C U S H OW TO B Y K R I S T E N M I A L E B Y K R I S T E N M I A L E Y ou've spent years building your business, and now you're ready to exit. en the phone rings and a competitor, a customer or a company in an adjacent market wants to buy you out. e price sounds reasonable. ey promise a quick close. It feels like the stars have aligned. But before you shake hands, consider that the best deal you'll ever get is rarely the first one you're offered. Accepting a single offer immedi- ately surrenders your most valuable negotiating asset: competition. Once you enter exclusive negotiations, you will sign a letter of intent that defines the price, terms and timeline of the deal. But the only binding provision of such a document is exclusivity, which prohibits you from speaking with any other prospective buyers for the duration of the process. From the moment you sign the letter of intent, the leverage shifts entirely to the buyer. What follows is due diligence, which is a comprehensive examina- tion of every corner of your business. Experienced buyers use this phase strategically. It is not uncommon for a buyer to surface issues, real or inflated, that they argue justify a lower price or less favorable terms. By this point, you've invested months of time and energy, your employees may sense something is happening, you have no alternative buyers to fall back on. Faced with the prospect of starting over, many sellers simply accept the revised terms and leave significant value on the table as a result. You may well end up selling to that first buyer, and that's fine. But going to market with a single offer is not a nego- tiation, it's a concession. If your business has solid cash flow, a stable or grow- ing customer base and a capable team, it's no surprise that one buyer came calling. e real question is, how many others would, if given the chance? e answer is almost certainly more than one. at's why you need a competitive sale process. A well-run competitive process sends an immediate signal to the market that you are a serious seller with options. When multiple buyers compete for the same opportunity, they price your business based on the strategic value it holds for them, not based on what they think they can get away with. e result is a range of valuations, giving you the power to choose not just the highest price, but the buyer who offers the best overall terms, the greatest certainty of closing and the strongest fit for your employ- ees and customers. An equally important benefit is operational. A competitive process is managed by an experienced mergers and acquisitions advisor who serves as an intermediary between you and the buyer pool, handles information requests, coordinates diligence and keeps the process on track. is struc- ture shields you from the day-to-day burden of the transaction and allows you to prioritize your business' perfor- mance, which is critical to maintain throughout the process. Selling a business is one of the most important financial decisions you will ever make. A single unsolicited offer, however flattering, is not a market, it's one data point. Running a competitive process creates the market, establishes your true value and puts you in control of the outcome. at unsolicited call is a signal that your business has value, but it is only one buyer's opinion of that value. A competitive process finds out what it's really worth. K r i s t e n M i a l e i s t h e managing director of Caswell A d v i s o r y G r o u p, a s e l l - s i d e advisory firm based in Portland. HOW S YOUR TEAM? Healthy business starts with healthy people HOW ARE YOU? Northern Light Health Work Health partners with Maine businesses to keep your workforce safe, productive, and supported. Reduce downtime, control costs, and help your business thrive. See our full offerings at workhealthllc.org or call 1.844.975.4584. Our commonly requested services: Work injury management Testing services Immunizations Physical Exams Ergonomics Fit Testing Find the right buyer for your business through a competitive sale process When multiple buyers compete for the same opportunity, they price your business based on the strategic value it holds for them, not based on what they think they can get away with.

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