Selling or Buying a Business in Melbourne: Valuations for Vendors and Buyers

Whether you are the vendor naming the price or the buyer deciding where to stop, we give you an evidence-based figure for a Melbourne private company that holds through negotiation, due diligence and completion.

Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.

When a Melbourne business changes hands, the valuation sets a normalised earnings base, builds the multiple from comparable transaction evidence, and prices what shifts value at completion: the working capital target, net debt, any earn-out and any scrip. Vendors use it to set the range before going to market; buyers use it to fix the walk-away price.

Why the price needs evidence before it needs a signature

Almost every private company sale we see in Melbourne comes down to two negotiated numbers: the earnings figure and the multiple applied to it. When a Dandenong South fabricator goes to market, the vendor's accountant will present normalised EBITDA one way and the acquirer's due diligence team will present it another. The side with the better analysis usually prevails, and the distance between the two views is often worth many times the fee for the valuation that settles it.

An independent opinion gives you a position that holds when the other side pushes. A vendor with a range built on evidence knows where the floor is before any expectation is fixed, and never has to try to lift a number after it has been spoken. A buyer knows the price worth paying and, more importantly, the price at which to stop. A Cremorne software business on annual contracts and a Box Hill practice that depends on its principal deserve different multiples, and the report explains why.

The opinion also protects the people who sign off. Company directors owe a duty of care and diligence under the Corporations Act 2001 when they buy or sell a business, trustees answer to beneficiaries, and a minority shareholder can later ask how the price was arrived at. A signed report from a certified valuer who has no stake in completion is the standard answer, and it is the document a lender funding the purchase will ask to see.

We act for vendors, buyers and boards across Greater Melbourne and regional Victoria, from family-owned manufacturers in the south-east to professional firms along Collins Street and hospitality operators on the Mornington Peninsula. Our fee does not depend on the deal completing, and where the evidence will not carry the asking price the report says that plainly.

Book a Free Consultation

A certified valuer will listen to your situation and answer any questions you may have, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
Book a Free Consultation →

The four places the money really changes hands

Negotiations spend most of their time on the headline multiple, yet most of the value in a private transaction is decided elsewhere: in the earnings base, in the completion mechanism and in whatever part of the price is deferred or paid in shares. Each of the four below is tested on every engagement.

The earnings base

Owner and family wages restated to what the roles would cost on the market, rent paid to a related entity brought to market terms, personal expenses stripped out, and non-recurring items removed whether they helped or hurt the result. Vendors tend to find every one-off cost and none of the one-off income. Each adjustment flows straight through the multiple into the price.

The multiple

Built from identified Australian transactions and listed company evidence, then adjusted for the scale of the business, its growth, how concentrated its customers are, the depth of management below the owner and how much revenue is contracted or recurring. A multiple picked from market impression falls over the moment the other side asks where it came from.

The price mechanism

Under a locked box the price is fixed to a historical balance sheet and the buyer takes the trading from that date. Under completion accounts the price is adjusted for actual net debt and working capital on the day. The working capital target is the least examined number in most private deals; it should come from monthly balances over at least a full seasonal cycle, not from one balance date.

Deferred and share consideration

A payment tied to future performance is worth the probability-weighted outcome after discounting, not the cap in the contract, and the metric needs protecting from how the acquirer runs the business afterwards. Shares in the buyer are valued as the parcel the vendor actually receives, usually a minority holding, often escrowed and hard to sell, never at the issue price.

On the sell side the work happens before the business goes to market: a range on evidence, the adjustments that support it, and the adjustments a buyer will argue for, so you deal with them before they are put to you. On the buy side the valuation sits alongside financial due diligence but answers a different question. Diligence confirms what the historical numbers were; the valuation says what those numbers are worth and whether the earnings will still be there after the vendor has left.

Fairness opinions where a director sits on both sides

In a management buy-out, a transfer of assets between related entities or the buy-out of a founder who is also a director, the board may want an independent opinion on whether the terms are fair to the company. That is a different document from the expert report the Corporations Act 2001 requires for takeovers, schemes of arrangement and certain shareholder approvals, which is licensed work. Have your lawyers settle the statutory position before anything is commissioned.

The method behind a sale or purchase valuation

In a private sale the standard of value is market value: what a willing but not anxious buyer would pay a willing but not anxious seller, both properly informed and dealing at arm's length. Any extra a particular acquirer could create by folding the business into their own, for example a Laverton North transport group buying a competitor's depot and contracts, is strategic value and is quantified separately, so the vendor knows what is really on the table and the buyer knows what it would be paying away.

The income approach leads in most cases. For a trading business with a history, capitalising future maintainable earnings reflects how acquirers price it: a normalised earnings figure and a capitalisation rate or multiple that carries the risk of those earnings continuing under new ownership. Where earnings are moving materially, the business is capital intensive or a definable forecast period exists, a discounted cash flow is the better tool. The vendor's forecast is tested against history, capacity and the capital needed to deliver it before any of it is relied on.

The market approach is the cross-check, and in sectors where businesses change hands often, such as Melbourne cafes, pharmacies and allied health practices, it can supply the primary evidence. Australian transaction evidence carries the most weight and takes the most work to find, because private deal terms are rarely published and the multiples that do circulate usually omit the earn-out and the working capital adjustment. The asset approach sets the floor and comes into its own when the trading entity holds surplus assets, such as the freehold under a Moorabbin workshop, or runs divisions worth more separately than together.

Adjustments we examine on every sale or purchase

The mistakes we see most often in Melbourne deals

These are the patterns that recur when a transaction reaches us after the price has been named, a heads of agreement signed or the due diligence report already delivered.

Report Types and Pricing: Valuations From A$799

The depth of report follows who will read it and how hard they will push back. A vendor weighing an unsolicited approach, or a buyer deciding whether an opportunity is worth pursuing, needs a defensible internal range. Once the figure is going to a counterparty, a bank, a board or a trustee, a certified report is the instrument to use.

Indicative Valuation
From A$799
Choose this if you want a reasoned range before responding to an approach, deciding whether to go to market or fixing a walk-away figure for an early conversation. Intended for internal decision-making; it is not a certified opinion for lenders, courts or the ATO.
Delivery: from seven business days after receipt of all information
Up to 50 pages
Internal audience
Can be used in litigation
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (limited to 3)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review
Industry review
Economic review
Discussion of valuation approaches and types of discounts
Discussion of the application of valuation approaches and discounts
Conclusion
Email support
Closing Zoom Call
Detailed Valuation
Contact for Pricing
Choose this where related parties, minority shareholders or a trustee are involved, or where the price is likely to be contested and another expert must be able to replicate the reasoning. Certified and signed. Applies and reconciles all relevant approaches in full so another expert can follow the reasoning.
Delivery: from seven business days after receipt of all information
150+ pages
Internal and external audience, including for litigation or when likely to be reviewed by others
Can be used in litigation by a broad range of professionals
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (full set of 12)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review (full)
Industry review (full)
Economic review (full)
Discussion of valuation approaches and types of discounts (full)
Discussion of the application of valuation approaches and discounts (full)
Conclusion
Email support
Closing Zoom Call

See the full Services and Pricing page

What the report contains and who stands behind it

Every report opens with the purpose, the standard and premise of value, the valuation date and the information relied on. The normalisation schedule is set out line by line with the reason for each adjustment. The multiple or discount rate is traced to named sources. Each relevant approach is applied and the results are reconciled to a range, with the weighting explained in plain words rather than left to a table. Where a locked box, an earn-out or scrip changes the economics of the deal, each element is valued on its own so the whole bargain is visible, not just the headline number.

The report is signed by a certified valuer who will walk your advisers through the conclusion, brief you before the negotiation if that helps, and defend the opinion when the other side's adviser tests it. The valuation informs the deal; it does not run it. Your corporate adviser or business broker still leads the process, and we work with them, your transaction lawyer and your tax adviser, not around them.

The question to ask before the heads of agreement is signed

Which single assumption in this valuation would the other side go after first, and what is our answer? If your adviser cannot say, you have a number, not a position.

Questions Melbourne vendors and buyers ask us

The core method is to capitalise normalised maintainable earnings at a multiple drawn from comparable transactions, then to test the result against market evidence and against the value of the net assets. The earnings figure is set after owner wages, related-party charges and non-recurring items have been adjusted. The multiple moves with scale, growth, customer concentration, management depth and the share of revenue that recurs, so a Cremorne software business on annual contracts and a Dandenong South fabricator working from purchase orders will not share one. A valuation that can be defended shows the evidence for both numbers instead of asserting them.
Yes, and before any figure is mentioned to a broker, a competitor or a staff member. A price quoted early is almost impossible to lift, and a price that falls apart in due diligence undermines your credibility on everything after it. A pre-sale valuation gives you a range built on evidence, lists the adjustments a buyer's adviser will push for so you can deal with them first, and flags the value drivers that can still be fixed before marketing begins, such as a single customer that supplies most of the revenue or a Fitzroy cafe lease under the Retail Leases Act 2003 (Vic) with only two years left to run. Reports are delivered from seven business days once we have the financial statements, tax returns, management accounts and key contracts, so allow for that in the timetable.
Financial due diligence tells you what the historical numbers really were; the valuation tells you what those numbers are worth. A diligence team can verify the vendor's EBITDA to the dollar without ever asking whether the multiple attached to it is justified, or whether the earnings depend on the vendor's relationships and will fade once they leave. A buyer needs both pieces of work, and it is the valuation that sets the figure above which you should walk away.
The working capital target is the normal level of working capital the business needs to trade, which the vendor must leave in the business at completion when a completion accounts mechanism is used. If the target is set below the true normal level, value shifts to the vendor; set it above and value shifts to the buyer. It should be built from monthly balances over at least one full seasonal cycle, which matters for a Mornington Peninsula hospitality venue whose December looks nothing like its June. The net debt definition should be settled item by item at the same time, because customer deposits, accrued employee entitlements and lease liabilities are where completion disputes usually start.
As a probability-weighted range of outcomes, discounted for time and for risk, rather than at the maximum written in the contract. The resulting figure usually sits well below the cap and well above the sceptical buyer's assumption. How the earn-out is designed matters as much as its size: which metric is used, over what period, under which accounting policies, and what stops the acquirer from suppressing the metric once it controls the business. The buyer also has to recognise contingent consideration at fair value under AASB 3, so the valuation serves its accounts as well as the negotiation.
A broker's figure is a marketing estimate, usually tied to a success fee, and it cannot stand as independent evidence of value for a board, a bank, a trustee or the party on the other side of the table. Treat it as market intelligence. What directors rely on to discharge their duties, what a lender funding the acquisition will accept and what survives a challenge from the buyer's adviser is a written opinion from a certified valuer who is paid the same whether or not the deal completes.
Under the Duties Act 2000 (Vic), the State Revenue Office Victoria assesses land transfer duty on land and on certain goods transferred together with it, but Victoria does not charge duty on business assets such as goodwill, plant or intellectual property transferred on their own. An asset sale of a Melbourne business is therefore usually dutiable only to the extent that freehold changes hands with it. A share or unit sale can attract landholder duty where the company or trust holds Victorian land above the threshold in the Act. In either case duty is charged on the greater of the price paid and the unencumbered market value, so the SRO can look behind the contract figure, which is one reason the valuation should show how the price was apportioned between land, goods and the rest of the business. Your conveyancer or tax adviser confirms the duty position; our report gives them the market value evidence to support it.
Indicative valuations start from A$799 and are intended for internal decision-making, so they suit an owner who wants a well-reasoned range before committing to anything. Summary and Detailed reports are certified and are quoted after a free consultation, because the fee depends on the purpose, the number of entities, the state of the records and whether the opinion must withstand review by a court, the ATO or another expert. The fee is confirmed in the engagement letter before work starts, and every report is delivered from seven business days after we receive the information.

Book a Free Consultation

Talk your situation through with a certified valuer before you commit to anything, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
Book a Free Consultation →

Related pages

Certified Valuation Reports From Seven Business Days

Every report is signed by a credentialed certified valuer and built to withstand ATO, ASIC, court and bank scrutiny.

Book a Consultation