Why the offer for your business was lower than you expected

If the offer was lower than you expected, the number in your head almost certainly came from a company ten to fifty times your size. Published multiples describe listed companies and mid-market deals of €15–500m. Yours is neither. The second reason is that much of what sets a multiple is your commercial structure, and nobody has measured it.

Every multiple you can find belongs to a bigger company

The Argos Index, which tracks eurozone mid-market M&A, priced the first quarter of 2026 at 8.6× EV/EBITDA, up from 8.3× in the previous quarter, with private equity buyers at 10.0× and strategic buyers at 7.8×. The index covers deals from €15m to €500m.

The Swiss reference most owners eventually reach is the FHNW work published with weValue in 2019, which reports median multiples for Swiss listed companies.

Median multiples for Swiss listed companies (Schmid & Hüttche, FHNW / weValue, 2019). Listed companies — not SME transactions.

Sector	EV/EBITDA	EV/EBIT
All (median)	9.6×	13.8×
Manufacturing	9.5×	13.1×
Food and beverage	13.9×	18.3×
Healthcare	17.2×	22.3×
Retail	12.2×	17.9×

Every number in that table belongs to a company with audited accounts, a board, a management team that would survive the departure of any individual, and shares that can be sold on a Tuesday afternoon. If you have been quietly applying 9.5× to your engineering firm, that is the comparison you have been making.

The size discount is real and nobody agrees what it is

Everyone in the field accepts that a small private company trades below a listed comparable. The reasons are not controversial: the shares cannot be sold quickly, the buyer pool is small, the accounts are less standardised, and the business usually depends on a handful of people.

What the discount is worth is another matter entirely. The FHNW source states plainly that whether it should be “20%, 40% oder mehr” is disputed in both the research and the practice. That is not a footnote. It means the single largest adjustment between the published number and your number has no agreed value.

Work it through. A 20% discount on the Swiss manufacturing median of 9.5× gives 7.6×. A 40% discount gives 5.7×. On a company earning CHF 1,000,000 of EBITDA, the difference between those two positions is CHF 1,900,000 — and the honest answer, from the source itself, is that nobody can tell you which one applies.

Swiss SME transaction multiples are essentially unpublished

Business Transaction AG, who broker Swiss succession deals, put it flatly: transaction multiples from SME transactions are “Mangelware”, in short supply. The data does exist. It sits privately with brokers, banks and the handful of firms who see enough deals to have a book. None of them publish it.

Which means anyone quoting you a confident Swiss SME multiple is doing one of two things: applying a size discount they cannot justify to listed data, or reading from their own deal book, which they will not show you. The second is usually the better guide. Neither is evidence you can check, and it is worth knowing which of the two you are being handed.

What succession prices actually look like

The nearest thing to a large public data set on small-company succession is German. KfW’s Nachfolge-Monitoring Mittelstand 2025 — fieldwork February to June 2025 across 13,079 firms, published in January 2026 — reports the prices owners are asking.

€375,000 is the median asking price for a German Mittelstand succession, at 0.6× annual revenue — against a mid-market index pricing eurozone deals at 8.6× EBITDA. Both numbers are correct. They describe different companies.

The mean asking price is €499,000 and the mean price-to-revenue ratio is 1.2×. Prices have risen sharply: the mean is up 34% on 2019 and the median up 114% — a rise on the median far larger than general consumer price inflation over the same period.

Three caveats, and they matter. These are German firms, not Swiss. These are asking prices rather than achieved prices, and the gap between those two is precisely the subject of this article. And a median tells you what a population looks like, not what your company is. It is tempting to divide the median price by the median revenue multiple and infer a median company. Medians do not compose that way, and I would rather not pretend otherwise.

The same question, three data sets, three different companies.

Source	What it describes	The number
Argos Index, Q1 2026	Eurozone mid-market deals, €15–500m	8.6× EV/EBITDA
FHNW / weValue, 2019	Swiss listed companies, median	9.6× EV/EBITDA
Business Transaction AG, 2024/25	Swiss SME transactions	Not published
KfW Nachfolge-Monitoring, 2025	German Mittelstand successions, n = 13,079	Median asking price €375,000, 0.6× revenue

The tax authority’s number is not a buyer’s number

Swiss owners receive one valuation they never requested: the tax value, set for wealth tax purposes using the Praktikermethode described in the Schweizerische Steuerkonferenz’s Kreisschreiben 28. The formula is (2 × earnings value + 1 × substance value) ÷ 3.

The earnings value is capitalised annual earnings, and the capitalisation rate is where the argument lives. The tax authorities apply a uniform rate to unadjusted annual accounts. VZ VermögensZentrum describes that rate as too low from an investor’s perspective, and puts appropriate rates for Swiss SMEs closer to 10% to 15%. Watch what that does.

Take a company with CHF 300,000 of sustainable annual earnings and CHF 1,200,000 of substance value. At a 10% capitalisation rate the earnings value is CHF 3,000,000, and the formula gives (2 × 3,000,000 + 1,200,000) ÷ 3 = CHF 2,400,000. At 15% the earnings value is CHF 2,000,000, and the same formula gives (2 × 2,000,000 + 1,200,000) ÷ 3 = CHF 1,733,000. The business did not change. The rate did, and CHF 667,000 moved with it.

There is a quiet contradiction in how owners treat that number. They resent it when the wealth tax bill arrives, on the grounds that it is too high. And they quote it back as proof of what the company is worth when a buyer offers less. It cannot be both. It is neither: it is a figure produced for a different purpose, from unadjusted accounts, at a rate chosen for administrative consistency rather than for investors.

Six things set the multiple, and four of them are commercial

Owners believe the multiple is a property of their industry. Industry sets a band, and the band is wide. Where you sit inside it is mostly a property of your commercial structure.

The argument runs like this. A buyer is not paying for last year’s profit — they have seen it and it is spent. They are paying for the probability that the profit continues after you leave, and they are pricing the risk that it does not. Every driver of the multiple is a statement about that probability.

• Customer concentration. The probability that revenue survives one phone call. It raises the buyer’s discount rate, and the cost-of-capital research says so directly.
• Owner-dependency. The probability that any of it survives your departure.
• Recurring against transactional revenue. Whether next year’s revenue exists before next year begins.
• Pricing power. Whether margin survives a cost shock, or is handed straight through to customers.
• Growth trajectory. Direction, and whether it can be explained by something other than one good year.
• Management below the owner. Whether there is anybody to run it on the Monday after completion.

Four of those six are commercial-strategy variables, and they move inside a year: concentration, owner-dependency, the recurring share of revenue, and pricing power. A repricing programme changes pricing power within two quarters. A deliberate shift from project work to contracted work changes the recurring share within one cycle of renewals. The other two are slower — a growth trajectory has to be established rather than announced, and management depth requires hiring and then time for the hire to matter.

Owner-dependency is the one sellers cannot see

Credit Suisse and the Center for Family Business at St. Gallen surveyed 153 successors in 2022 and asked how dependent the company had been on the predecessor. Strongly or moderately dependent: 44%. That is the successors’ assessment, made after taking over, which is to say made by the only people in a position to find out.

Small sample, self-reported, so hold the precise figure lightly. The direction is what matters, and it matches what a buyer is doing while sitting across the table from you. They are not assessing whether you are good at your job. They are assessing how much of the company is stored in your head, your relationships and your judgement, and therefore how much of what they are buying walks out of the building with you. A business that works and a business you can sell are not the same object, and this is most of the difference between them.

A valuer measures the number. A tax adviser optimises the wrapper around it. Neither of them has been asked to change it.

What this means in practice

The uncomfortable arithmetic of a sale is that the work which sets the price happens two to three years before the negotiation, while the advice most owners buy arrives in the final six months, when the structure is already fixed.

Concretely: a buyer discounts for a customer at 40% of revenue, and it takes roughly eighteen months of commercial work to move that to 25%. A buyer discounts for owner-dependency, and what closes that gap is a year in which the second-largest customer relationship is genuinely held by somebody else and can be demonstrated to be. A buyer discounts for margin that cannot be explained, and what fixes that is knowing which customers and products actually contribute — the same analysis that answers why revenue can rise while profit falls. In a family company there is a further layer, since the internal succession question and the external sale question are answered with the same evidence.

None of this is presentation. Diligence will find the truth of it either way. The only question is whether the truth it finds is one you have already worked on.

What nobody can tell you from the outside

Nothing here is a valuation of your company, and I would be suspicious of anyone offering one from this distance. Your number depends on your buyer set, your margin structure, your contracts and your dependencies — and the Swiss comparables that would settle it are not published.

The Exit Planning Institute’s 2023 survey of 1,162 owners in the United States found that only 35% of Baby Boomer owners had obtained a formal valuation in the previous two years, against 61% of Gen X owners and 74% of Millennial owners. It is American data and it is self-reported. It is also the wrong way round: the generation closest to selling has looked least. The same survey found 70% of owners rely on business income to maintain their lifestyle, and 13% have a formal written exit plan.

That combination is why a low offer lands as hard as it does. The proceeds are not a bonus arriving on top of everything else. And for most owners the first real number they ever see for their company is the one somebody offers them, which makes it a negotiating position rather than information.

Your Treuhänder produces accounts that are correct and were never designed to answer this question. Your broker arrives when the structure is already set and is paid on the transaction rather than on what precedes it. Your lawyer drafts around whatever the two of you have agreed. None of them is failing at anything. It is simply that the number a buyer will pay is determined by commercial facts about your company, and nobody in that room has been engaged to work on commercial facts.