David Duhig
- Senior Associate
- Corporate
How to make your offer irresistible when buying a tech business
In today’s competitive technology M&A landscape, standing out as a buyer requires more than just a big cheque book.
Sellers are increasingly discerning, seeking not only strong valuations but also strategic alignment, cultural fit, and a smooth transaction process. To secure the deal, your offer must be compelling, credible, and carefully constructed.
Take time to understand the seller’s priorities
Every seller has their own motivations. Some are looking for a clean exit, others want to remain involved, and many care deeply about the future of their team and product. Taking the time to understand these priorities, and reflecting them in your offer and in all interactions with the seller can significantly increase your chances of success.
Present a clear and credible proposal
Clarity and professionalism are essential. A well-structured offer should include clarity on price and the key terms, realistic timelines, and transparent conditions. Demonstrate your financial readiness and operational capability. If external funding is involved, provide evidence. Strategic buyers should clearly articulate their vision for the business post-acquisition.
Structure the deal thoughtfully
Beyond headline price, the structure of the deal can be a key differentiator. Consider:
- Earn-outs linked to future performance
- Equity rollovers for sellers who wish to stay involved
- Retention incentives for key employees
- Streamlined timelines for due diligence and completion
These elements can help bridge valuation gaps and show that you’re committed to a successful long-term outcome.
Consider W+I insurance
Warranty and indemnity insurance can also enhance the attractiveness of your offer by reducing the seller’s post-completion liability. It provides protection for the buyer while allowing the seller to exit with greater certainty and fewer retained risks. Including W&I insurance in your proposal signals professionalism and a commitment to a smooth, balanced transaction.
Simplify the process
A smooth, efficient process is highly attractive to sellers, especially those still actively running their business. Keep due diligence focused and proportionate. Avoid or minimise overly complex legal terms or aggressive indemnities. Work with experienced advisors who can facilitate progress and maintain momentum.
Demonstrate strategic and cultural alignment
In technology businesses, people, IP and innovation are core assets. Buyers who demonstrate alignment in values, vision, and operating style are more likely to earn the seller’s trust. Be clear about your integration plans, or your intention to preserve independence, and how you’ll support the business post-sale.
Act with purpose and do the prep
Timeliness signals seriousness. Ensure your internal approvals are in place, your advisory team is ready, and your process is well-defined before making an approach. A well-prepared buyer inspires confidence and reduces execution risk.
Build trust from the outset
Successful acquisitions are built on strong relationships. Be transparent, respectful, and collaborative throughout the process. Sellers are more likely to engage, and stay engaged, with buyers who demonstrate integrity and professionalism.
The most attractive offers are not just the highest, they are the most thoughtful, well-structured, and best aligned with the seller’s goals. If you’re looking to acquire a technology business, approach the process with clarity, empathy, and strategic intent.
Meet the team:
Mark Tasker
- Partner
- Corporate
Tom Boersma
- Senior Associate
- Corporate
