12/06/2026
(Valuation) He Rejected a 5x Offer. 18 Months Later, The Market Gave Him Lower.
Last year, one boss sat in front of us.
On the table, there was a real buyer.
Not those simply ask ask only type.
Real money.
Strategic buyer.
Terms also quite clean.
The buyer was willing to offer around 5 times PAT.
The boss looked at it and said very calmly:
“My industry is 8 times PAT. This offer only 5 times. Buyer is pressing my price.”
When I heard that, inside my heart, I was a bit worried.
The most expensive thing is the number inside the boss’ head that nobody has tested before.
Eighteen months later, the buyer went and acquired his competitor.
After that, when other people came to ask, the terms were already lower than the original offer.
The boss is still doing business today.
And he is still waiting for his 8 times.
The market has already moved on.
Many SME bosses are not purposely unrealistic.
They just worked too hard to build the company.
Ten years.
Twenty years.
Thirty years.
Customers, they chased themselves.
Bankers, they negotiated themselves.
Staff problems, they carried themselves.
Cash flow gap, they covered themselves.
So when a buyer gives one number, the boss will naturally think:
“My whole youth only worth like this?”
I understand that feeling.
But buyer is buying future cash flow.
Not the boss’ past hardship.
The question is, where did this 8 times come from?
Most of the time, the answers are quite similar.
Listed company in the same industry.
Some acquisition news headline.
Something heard during dinner.
Or another boss simply blow water.
Here is the problem.
Listed companies have liquidity.
Their shares can be sold tomorrow.
Your Sdn Bhd shares cannot be sold like that.
Listed companies have scale.
Customers are more diversified.
Management team is more complete.
Governance is more mature.
Accounts are more transparent.
Many SMEs are different.
Customers are inside the boss’ handphone.
Pricing depends on the boss.
Bank facility depends on the boss’ face.
When staff have problems, they still look for the boss.
This kind of company got no value?
Got.
But the buyer will ask one very realistic question:
“Am I buying the company, or am I buying this boss?”
If the business depends too much on one person, the valuation will definitely be discounted.
Not because the buyer is bad.
It is because the risk is really high.
Let us use Ringgit to calculate. More painful.
Assume the company earns RM2 million PAT a year.
The boss heard that the industry is 8 times.
So in his mind, the company is worth:
RM2 million x 8 = RM16 million.
Sounds very beautiful.
But once the buyer’s adviser looks at it, the adjustment starts.
Company too small, discount a bit.
Private company shares hard to sell, discount again.
Customers too concentrated, discount again.
Boss’ personal relationship too important, discount again.
In the end, it may only be 4 times to 5 times.
That means around RM8 million to RM10 million.
If key-person risk is too high, part of the price may even become earn-out.
Meaning, after selling the company, the boss still has to stay back for a few years and hit certain targets before he can receive the money.
At this point, the boss will feel very unhappy.
“Why my RM16 million become like this?”
The answer is simple.
Because RM16 million is the number inside the boss’ head.
RM8 million to RM10 million may be the number the market is willing to pay.
So next time someone tells you:
“Your company is worth 8 times.”
Do not get happy too fast.
Ask him three questions first.
8 times of what?
PAT or EBITDA?
Compared with who?
Listed company, news headline, or real private company transaction?
What adjustment has been made?
Size, illiquidity, key-person dependence?
If he cannot answer, that is not valuation.
That is only a wish.
But this is also not bad news.
Because many discounts can actually be fixed early.
If you want to sell your company three years later, do not only start preparing three years later.
Start now.
Move customer relationships from the boss’ handphone into the company system.
Build the second layer of management.
Reduce the risk of one customer contributing too much revenue.
Clean up the accounts.
Do not put private expenses into the company account.
Make sure the management account is reliable.
All these things are boring.
But on exit day, they are worth real money.
The most dangerous number in selling a company is the number inside the boss’ head.
I have seen good offers die because of one borrowed multiple.
I have also seen bosses prepare their company a few years earlier and reduce the discounts one by one.
In the end, they did not get better terms by shouting a higher price.
They got better terms because they were prepared.
Multiple is only a reference.
Valuation is real work.
The best exit is not negotiated in the last month.
It is prepared a few years earlier.
If selling your company, raising funds, or succession planning is already in your next three-year plan, start asking this question now:
“What discount in my company can I fix before the buyer uses it to cut my price?”
Read the full story in our blog
https://www.ktp.com.my/chineseblog/multiple-in-business-valuation/12june2026
(Valuation) 他拒绝了5倍Offer. 18个月后, 市场给他更低.
去年, 一个老板坐在我们面前.
桌上有一个真买家.
不是随便问问.
是真金白银.
策略性买家.
条件也算干净.
买家愿意出大概5倍PAT.
老板看了之后, 很冷静讲一句话:
“我的行业是8倍PAT. 这个offer才5倍. 买家在压我价.”
我听了之后, 心里有一点怕.
最贵的是老板脑中那个没有人验证过的数字.
十八个月后, 买家转头收购了他的竞争对手.
后来再有人来问价, 条件已经比当初那个offer更低.
老板今天还在做生意.
也还在等他的8倍.
市场已经走了.
很多SME老板不是故意unrealistic.
他们只是太辛苦把公司做起来.
十年, 二十年, 三十年.
客户自己追.
银行自己谈.
员工问题自己扛.
cash flow gap自己顶.
所以当买家给一个数字, 老板心里会想:
“我的青春才值这样?”
我明白这个感觉.
但是buyer买的是未来cash flow.
不是老板过去的辛苦.
问题是, 这个8倍到底哪里来的?
很多时候, 答案都差不多.
同行上市公司.
某个收购新闻标题.
饭局上朋友讲的.
或者某个老板吹水讲的.
问题来了.
上市公司有liquidity.
股票明天可以卖.
你的Sdn Bhd股份, 不可以这样卖.
上市公司有规模.
客户比较分散.
管理层比较完整.
governance比较成熟.
账目比较透明.
很多SME不一样.
客户在老板handphone里面.
价格靠老板谈.
银行额度看老板的脸.
员工遇到问题, 还是找老板.
这种公司不是没有价值.
有.
但是买家会问一个很现实的问题:
“我买的是公司, 还是买这个老板?”
如果生意太靠老板一个人, 估值一定会被打折.
不是因为买家坏.
是因为风险真的高.
讲到这里, 用Ringgit算比较痛.
假设公司一年赚RM2 million PAT.
老板听说行业是8倍.
所以心中估值是:
RM2 million x 8 = RM16 million.
听起来很美.
但是买家顾问一看, 就会开始调整.
公司规模小, 砍一点.
私人公司股份难卖, 再砍一点.
客户太集中, 再砍一点.
老板个人关系太重, 再砍一点.
最后可能只剩4倍到5倍.
也就是RM8 million到RM10 million.
如果key-person risk太高, 一部分价钱还可能变成earn-out.
意思是老板卖了公司, 还要留下来做几年, 达到业绩才拿得到钱.
这时候老板很不爽.
“做么我的RM16 million变成这样?”
答案很简单.
因为RM16 million是老板心中的数字.
RM8 million到RM10 million, 才可能是市场愿意付的数字.
所以, 下次有人跟你讲:
“你的公司值8倍.”
你不要太快开心.
你先问他三个问题.
8倍的什么?
PAT还是EBITDA?
跟谁比?
上市公司, 新闻标题, 还是真实私人公司交易?
调整了什么?
Size, illiquidity, key-person dependence?
答不出来, 那不是估值.
那只是愿望.
但是也不是坏消息.
因为很多discount, 其实可以提前修.
如果你想三年后卖公司, 不要三年后才开始整理.
现在就要开始.
把客户关系从老板handphone搬到公司系统.
建立第二层管理团队.
减少一个客户占太大revenue的风险.
把账目做干净.
不要私人开销放公司账.
Management account要reliable.
这些东西很闷.
但是exit那一天, 它值真钱.
卖公司最危险的数字, 是老板脑中那个数字.
因为没有人test过.
没有人defend过.
也没有人保证会付.
我见过好好的offer, 死在一个借来的倍数上.
我也见过老板提前几年整理公司,
把discount一个一个修小.
最后, 他不是靠喊价拿到更好条件.
他是靠准备.
倍数是参考.
估值是功夫.
最好的exit, 不是最后一个月谈出来的.
是提前几年整理出来的.
如果卖公司, 融资, 或接班已经在你未来三年的计划里, 现在就要开始问一个问题:
“我的公司有什么discount, 是可以先修掉的?”
完整内容, 可以阅读我们的 blog.
https://www.ktp.com.my/chineseblog/multiple-in-business-valuation/12june2026
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