Compare business sale offers beyond the price

Start with the same transaction boundary.

Record whether each offer concerns assets or shares, which entities and assets are included, and what happens to property, cash, debt and working capital. Mark undefined terms as unresolved. Offers cannot be compared reliably if one includes property and another assumes a future lease.

Keep headline consideration separate from the seller's expected receipts. Your advisers need the proposed structure, liabilities, fees and tax facts to assess proceeds. This guide does not calculate tax, net proceeds or an offer's financial suitability.

• Review asset versus share sale questions

Separate payment timing from certainty.

List cash at closing, vendor financing, earnouts, retained equity, holdbacks and other deferred amounts separately. Record the payer, timing, conditions and adviser questions for each. A deferred amount is not equivalent to available cash simply because it is included in the stated price.

Illustration only: an offer described as CAD 10 million could include CAD 7 million at closing, CAD 2 million deferred and CAD 1 million contingent on future performance. Those amounts total CAD 10 million, but do not establish that the seller receives CAD 10 million, when it arrives or what remains after liabilities and tax. This is not a suggested deal structure.

Inspect conditions and continuing obligations.

Compare financing, due-diligence, approval and third-party consent conditions. Identify who controls each condition and the proposed deadline. Assess what happens if the condition is not met and whether the buyer can change its terms.

Record your proposed employment, consulting, transition and restrictive obligations, plus guarantees, indemnities and security arrangements for legal review. Ask how an earnout would be measured, what decisions affect it and how disagreements would be handled. Do not resolve those legal terms with a generic template.

• Funding evidence and outstanding approvals
• Exclusivity period, milestones and exit provisions
• Working-capital definition, measurement date and adjustment process
• Responsibility for customer deposits and unfinished work
• Seller obligations after closing and any contingent exposure

Bring the comparison back to your objectives.

Write your essential objectives beside the offers: timing, financial certainty, future role, staff continuity and other priorities. A lower headline proposal can still deserve consideration, but no universal score decides that for you. Use the gaps to prepare targeted questions and revised terms.

BDC notes that value and negotiated price can differ and that sale terms matter. Ask your advisers to assess the full proposals and document the basis of your decision.

Use the blank worksheet for adviser discussion.

The worksheet below is intended to be printed and completed privately. It contains no input fields, calculation, upload or tracking of your offer details. Keep actual offers and financial information in your own secure records.

Mark each entry as confirmed, assumed or unanswered and add the supporting document reference. Do not turn a buyer's verbal estimate into a confirmed term. Review the comparison again after diligence changes the proposal.

• Prepare for verification
• Return to the Canada seller guide

Offer comparison worksheet

Discussion aid for adviser review. Print and complete privately. For each offer record its document date and mark each answer confirmed, assumed or unanswered. This page accepts no offer amounts and calculates no value or proceeds.