When an entrepreneur starts considering the sale of their company, one of the first questions usually concerns value.
Much more rarely, however, attention is given to a decisive issue: who could realistically be interested in buying my company.

In the M&A market, value is never absolute. It is always the result of the interaction between a business and a specific buyer. The same SME can be highly attractive to one party and of little interest to another, even with identical financial figures. Understanding who the buyer is, and why they might be interested, is one of the most underestimated yet most critical steps in any sale process.

Why understanding who buys matters more than how much it is worth

Many entrepreneurs approach a sale using a still common mindset: setting a price and looking for someone willing to pay it.
In reality, each buyer assigns a different value to the same company, depending on the strategic objectives they intend to achieve through the acquisition.

Every potential buyer looks at the business through a different lens:

• industrial strategy
• growth objectives
• time horizon
• financial constraints
• the role of the entrepreneur after the sale

Ignoring these differences often leads to inconclusive negotiations or, worse, transactions that fail to hold up over time.

The main types of buyers for an SME

In the SME market, there are several buyer profiles. They are not interchangeable, and they do not evaluate companies using the same criteria.

The industrial buyer: when synergies matter

An industrial buyer, often a competitor or a complementary operator, acquires a company to integrate it. Their interest is not limited to historical results, but focuses above all on industrial synergies: expanding the offering, accessing new customers, strengthening the value chain or consolidating a specific market position.

In these cases, the value of the company depends on how useful it is for the buyer in achieving their industrial objectives, not only on the financial performance it has delivered in the past.

At the same time, if this industrial rationale is unclear or absent, interest can fade quickly, regardless of the asking price.

Structured groups: integration and scalability

More structured groups look for companies that can be integrated without disruption. They carefully assess:

• the robustness of internal processes
• the quality of the management team
• the level of dependence on the founder
• the ability to operate within a more structured governance model

A highly profitable SME that lacks organisation may be less attractive than a smaller company with a structure already suited for growth.

Investment funds: growth, time and exit

Investment funds acquire companies with a different logic. They do not buy to manage them indefinitely, but to grow the business and resell it within a defined time horizon.

Their valuation focuses on:

• growth potential
• cash generation
• opportunities to improve margins and structure
• the credibility of the industrial plan

For a fund, value is driven by what the company can become, not just by what it is today. In many cases, the entrepreneur remains involved, either in an operational role or through a reinvestment in the equity.

Entrepreneurs and managers: continuity and sustainability

There is also a less visible but highly relevant category: entrepreneurs or managers who acquire a company to run it directly. In these situations, the focus is on long-term sustainability: operational risk, customer stability and predictability of cash flows.

The value recognised is often more conservative, but the transaction may be more flexible on other aspects, such as a gradual exit or a structured handover.

How company value changes depending on the buyer

A direct consequence of these differences is that there is no single “right” price in absolute terms. There is only the price that a specific buyer is willing to recognise, under their own conditions.

Payment structure, earn-outs, the entrepreneur’s continued involvement, future governance and exit timing all vary depending on the buyer profile. Pursuing the highest possible price without considering strategic coherence often leads to fragile negotiations or deals that ultimately collapse.

Selling well does not mean selling to everyone

Identifying the right buyer is not a matter of quantity, but of strategic fit. An effective sale process does not consist of “putting the company on the market”, but of positioning it correctly and presenting it only to parties for whom the acquisition truly makes sense.

For the entrepreneur, this requires a change in perspective: moving away from an internal view of the company and learning to read it through the eyes of a potential buyer.

It is precisely this ability to interpret the buyer’s perspective that largely determines the success of a sale. Not only in terms of value, but also in terms of the overall outcome of the transaction.