When founders think about valuation, the instinct is usually to look for a formula. In reality, it’s rarely that simple. Value is shaped by how the market sees the business: its quality, its risks, how transferable it is, how much upside it still has, and just as importantly, who is sitting on the other side of the table.
That was the core message in the third webinar of Venero’s Complete Tech M&A Playbook. Elie Youssef and Georgios Markakis walked through the main drivers of valuation and, more importantly, what founders can do to maximise value before they ever receive an offer.
Valuation is a market view
A valuation report can be useful, but it is not the final word. A business is ultimately worth what a sophisticated buyer is prepared to pay for it, and that number will shift depending on the buyer’s motives, the market backdrop, and the strength of the process.
That is why one of the biggest mistakes founders make is anchoring too early. A number that looked sensible in a different market, or under a different set of assumptions, may have very little relevance once the business actually goes out to market. The right approach is to let the market speak, rather than forcing a view too soon.
Four pillars behind value
The webinar broke valuation down into four broad pillars.
First, there are the market conditions. Timing matters. Broader sector sentiment, public trading multiples, investor appetite, and financing conditions all shape how buyers behave.
Second, there is company positioning. Is the business ready? Is management aligned? Is the growth story credible? Are there issues that could create friction in diligence?
Third, there is the buyer lens. Strategic buyers and financial buyers look at businesses in different ways, and that difference can have a major impact on valuation.
Finally, there is the buyer universe itself. The most motivated buyer is often the one that creates the best outcome, which is why market calibration is such an important part of the process.
What buyers actually care about
Buyers do not value businesses the way founders do. They are not simply looking at what has been built; they are thinking about what could prevent them from getting the return they need.
That means they focus heavily on growth quality, retention, concentration, margins, scalability, and forecasting credibility. A business can be growing fast and still be discounted if that growth is fragile, expensive, or too dependent on the founder. On the other hand, a business with solid, repeatable growth and strong retention often earns much more confidence.
The same applies to strategic relevance. If a buyer can see how the business strengthens their platform, fills a gap, or accelerates their roadmap, the valuation can move meaningfully higher.
Why different buyers pay different prices
One of the most important parts of the discussion was the distinction between strategic and financial buyers.
Strategic buyers usually start with fit. They want to know whether the business strengthens what they already do, whether it helps them enter a market, deepen a customer relationship, or add something they cannot easily build themselves.
Financial buyers think differently. They are usually focused on how the business can grow, improve, and create value over time. They want to understand the path to a stronger exit in four or five years, which means they pay close attention to operational discipline, management quality, and the strength of the underlying growth engine.
That is why the same company can be worth very different amounts to different buyers.
Why process matters so much
Another clear theme in the webinar was that valuation is not just about numbers. It is also about process. A strong process creates competition, and competition changes behaviour.
When multiple qualified buyers are involved, the conversation usually shifts. Buyers become more serious. Terms improve. Cash at closing often improves. Earn-outs can become cleaner or smaller. The process stops being about one buyer’s view of the business and starts becoming a market for the asset.
That said, quality matters more than quantity. Ten weak buyers are not as useful as three serious ones. The goal is not to create noise. It is to create real competitive tension among buyers who actually have the ability and motivation to close.
What premium outcomes have in common
The businesses that achieve premium valuations are not necessarily the ones with the flashiest story. More often, they are the ones where everything lines up. The story makes sense. The metrics support it. The market is ready. The buyer sees strategic or financial logic. And management has the credibility to back up what it says.
That consistency builds conviction, and conviction is what drives buyers to stretch.
Final thought
The main takeaway from this webinar is that valuation is not something you passively receive. It is something you shape. Founders who understand how buyers think, prepare properly, and run a disciplined process are far better placed to achieve a premium outcome. The best exits are rarely the result of chance. They come from preparation, timing, and a clear understanding of what the market is really paying for.
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