Whether you are selling a South Australian company or acquiring one, the price has to rest on evidence that is still intact after the other side's advisers have been through it. That is the figure we prepare, and the one we defend.
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A sale or purchase valuation for an Adelaide business fixes three things: earnings a new owner can maintain once owner and related-party costs are reset, a multiple supported by comparable transactions, and the completion terms that shift value, such as working capital, net debt, earn-outs and scrip. Vendors set a range with it; buyers set a ceiling.
Most private deals in and around Adelaide come down to two numbers: what the business genuinely earns and what multiple a buyer should pay for those earnings. When a Wingfield fabrication business that supplies the defence programs at Osborne and Edinburgh goes to a trade buyer, the vendor's accountant adds back a list of costs and the buyer's diligence team rejects half of them. The side with the better-documented analysis usually wins the point, and the gap between the two positions is often many times the cost of the valuation that settles it.
An evidenced opinion lets you hold your ground under pressure. A vendor knows the floor before any number is spoken, so a figure never has to be walked back up. A buyer knows what the business is worth to a typical purchaser and when to stop. A Lot Fourteen software company with recurring subscription revenue and a Norwood physiotherapy clinic that depends on its founder will not attract the same multiple, and the report explains why in writing.
It also protects the people who sign. Directors approving an acquisition or a disposal owe a duty of care and diligence under the Corporations Act 2001, trustees answer to their beneficiaries, and minority holders can later ask how the price was reached. A signed report from a certified valuer with no stake in completion is the usual evidence that the duty was met, and a bank funding the purchase will ask for it early. Many South Australian sales are also succession events, with a founder who built the business over decades selling to a competitor, a manager or a private buyer, and the valuation is often the first objective view the family has seen.
We act for vendors, acquirers and boards across Greater Adelaide and regional South Australia: advanced manufacturers at Tonsley and in the northern suburbs, freight and logistics operators around Port Adelaide, Gepps Cross and Regency Park, wine and food producers in the Barossa and McLaren Vale, and professional practices in the CBD and Kent Town. Our fee is the same whether the deal completes or not, and if the evidence does not support the asking price, the report says so.
The headline multiple draws most of the negotiating effort. Yet much of the value in a private transaction is decided in less visible places: the earnings the multiple is applied to, the mechanism that fixes the completion price, and any consideration that is deferred or paid in shares. Each engagement tests all four.
Owner and family wages reset to the cost of hiring for those roles, rent paid to a related property trust brought to market rates, private spending removed, and one-off items taken out whichever way they fall. Vendors find unusual costs easily and unusual income rarely. Each dollar changed at this level flows through the multiple into the price.
Taken from identified Australian private sales and listed comparables, then adjusted for size, growth, reliance on a few customers, the depth of management beneath the owner, and how much revenue is contracted or recurring. A multiple built on market talk falls over at the first question about where it came from.
A locked box ties the price to an earlier balance sheet and gives the buyer the trading from that date. Completion accounts adjust the price for the net debt and working capital actually there on the day. The working capital target is the figure most often neglected in private deals; it should come from monthly balances across a full trading cycle, never one month end.
A payment linked to future results is worth its probability-weighted, discounted outcome, not the cap in the contract, and the metric needs protecting from how the buyer runs the business afterwards. Shares in the acquirer are valued as the vendor will really hold them: generally a minority, often in escrow, seldom liquid and not necessarily worth the issue price.
For a vendor, the work comes before the business is marketed: an evidenced range, the adjustments behind it and the ones a buyer will dispute, each answered before it is raised. For a buyer, the valuation sits alongside financial due diligence but asks a different question. Diligence confirms what the historical numbers were; the valuation asks what they are worth and whether the earnings survive the vendor leaving.
A management buy-out, a sale of assets between related entities or buying out a founder who is also a director can lead a board to seek an independent view on whether the terms are fair to the company. That opinion is a different document from the expert's report the Corporations Act 2001 requires for takeovers, schemes of arrangement and some member approvals, which is licensed work. Have your lawyers settle what the law requires before commissioning either.
Market value is the standard in a private sale: the price a willing but not anxious buyer and a willing but not anxious seller would agree, both properly informed and acting at arm's length. A premium that only one acquirer could capture by merging the business with its own, for instance a Regency Park distributor taking over a competitor's warehouse and customer contracts, is strategic value. We measure it separately, so the vendor knows what is realistically on the table and the buyer knows how much of it they would be paying away.
The income approach usually leads. For an established business, capitalising future maintainable earnings reflects how buyers reason: a normalised earnings figure and a multiple or capitalisation rate that captures the risk of those earnings continuing under new ownership. Where earnings are moving sharply, the business is capital heavy or there is a clear forecast horizon, such as a defence supplier with a contracted order book, a discounted cash flow is the better tool. We test any vendor forecast against history, capacity and the capital needed to deliver it before relying on it.
The market approach is the cross-check, and where businesses change hands often, as Adelaide cafes, pharmacies and allied health clinics do, it can carry the main evidence. Australian transaction evidence matters most and is hardest to find, because private deal terms are rarely published and the multiples that circulate usually ignore the earn-out and the working capital adjustment. The asset approach sets the floor and matters most where the trading company holds surplus assets, such as the freehold under a Lonsdale factory or vineyard land owned alongside a winery, or runs divisions worth more separately than together.
We see these patterns repeatedly when a deal reaches us after a price has been mentioned, heads of agreement signed or due diligence finished.
The depth of the report follows who will read it and how closely. A vendor considering an unsolicited offer from an interstate or overseas buyer, or a buyer deciding whether a target deserves more attention, needs a defensible range for internal use. Once the figure goes to the other party, a lender, a board or a trustee, a certified report is the right document.
Each report opens with the purpose, the standard and premise of value, the valuation date and the information we relied on. Normalisation adjustments are set out line by line with a reason for each. 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 English. Where a locked box, an earn-out or scrip changes the economics, each piece is valued on its own so the whole bargain is visible, not just the headline.
A certified valuer signs the report, walks your advisers through it, can brief you before negotiations and will defend the opinion when the other side's adviser challenges it. If the transaction later reaches the Supreme Court of South Australia, for instance in a completion accounts or warranty claim, the same reasoning has to hold as expert evidence, so it is written to that standard from the outset. The valuation supports the deal rather than running it: your corporate adviser or broker still leads, and we work with them, your transaction lawyer and your tax adviser.
Which single assumption in this valuation would the other side attack first, and what is our answer? If your adviser cannot say, you have a number, not a negotiating position.