Tech company valuation for shareholder dispute: €22M in 8 weeks | BMC

The Challenge

A Spanish technology company specialising in SaaS solutions for the logistics sector had reached 18 million euros in annual recurring revenue after 12 years of organic growth. The company had more than 200 enterprise clients, a team of 85 people, and EBITDA margins of 28%.

However, the relationship between the three founding shareholders had deteriorated. One of them, responsible for the commercial function, had decided to exit the company following strategic differences over international expansion. The other two shareholders, who oversaw the product and operations, believed the price proposed by the departing shareholder was inflated by more than 40%.

The situation was critical: without an agreement on price, the departing shareholder had threatened to initiate judicial proceedings for the dissolution of the company. Litigation of this nature could have paralysed operations for years, driven away key clients, and destroyed value for all parties.

Our Approach

BMC was appointed as the independent valuer accepted by all three parties. We structured the work in three phases designed to deliver a rigorous result in the shortest possible time.

The first phase involved an accelerated financial review of the past five years, with particular attention to the quality of recurring revenues, churn rates, customer acquisition cost, and the unit economics of the SaaS platform. We identified that 15% of revenue came from non-recurring implementation projects, which required an adjustment to the valuation basis.

The valuation was conducted using three convergent methodologies: DCF with five-year projections based on historical growth rates and European SaaS sector benchmarks; ARR multiples applied to a sample of 23 comparable transactions in the B2B software sector in Europe; and an analysis of the liquidity discount and control premium given that the interest being valued was a significant minority stake.

In the third phase, we presented the report to all three parties in a joint session, explaining each assumption and each adjustment. Methodological transparency was key to ensuring that all parties perceived the result as equitable.

Results

The valuation report determined an enterprise value of 22 million euros, equivalent to 5.8x adjusted ARR. The value of the departing shareholder’s 33% stake was set at 7.2 million euros, after applying a 2% liquidity discount and a net debt adjustment.

All three parties accepted the valuation as the basis for negotiation. The final agreement closed within four additional weeks, including a three-year non-compete clause, an earn-out tied to the retention of the departing shareholder’s clients over 12 months, and a staggered payment schedule.

The total cost of the valuation and negotiation process was under 80,000 euros, compared to an estimated litigation cost of more than 1.5 million euros and a judicial resolution timeline of two to four years.