Valuation on a Regional B2B Retail/Distribution Deal in Canada?

searcher profile

October 10, 2025

by a searcher from Trinity Western University in Canada

Hey all, I’m evaluating a potential acquisition in Canada — a long-established regional B2B retail/distribution company selling a mix of office supplies, furniture, and janitorial products to commercial and government clients. It’s the dominant player in a small market with limited local competition. Key details (rounded for confidentiality): Annual revenue: mid–$4M range Normalized EBITDA (TTM): ~$625K Historical EBITDA has been as high as ~$800K in stronger years 12 employees, stable long-term staff Owner still involved part-time (15–20 hrs/week) Clean financials, minimal debt Asking price: $3.2M CAD, with proposed earnout structures My valuation work (with lenders and advisors): $1.9M–$2.2M CAD based on comps and EBITDA multiples of 3–3.5x The sellers believe EBITDA will rebound next year, but I’m hesitant to price in any forward optimism given recent top-line decline (~15–20% YoY). My questions: For those with experience in small-market or regional distribution businesses — are you seeing multiples above 3.5x for deals in this size range? How do you approach conversations where the seller is fixated on future performance or earnout-based pricing, but current TTM numbers don’t justify it? Would you walk away or keep the door open for future negotiation if the seller isn’t budging from their price? Appreciate any perspective from those who’ve closed or passed on similar deals. Thanks in advance!
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Reply by a searcher
from Babson College in Chapel Hill, NC, USA
You definitely don't want to pay for supposed future earnings. You could put in place some type of performance-based earn out, so if his #s are realized, he gets to his #.
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Reply by a professional
from Brigham Young University in Calgary, AB, Canada
Canada is typically at least a turn lower than the US for multiples. Your current valuation with your advisors is comparable to the market. At the end of day it is a market. What I've seen work is you anchor with your number then walk but keep the door open and check back in a year. Time can be your friend here, and allows the seller to realize the supposed future performance.
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