The first number is an anchor, not a valuation

Someone has made you an offer for the business. A phone call, a lunch, sometimes a letter with a number on it. The group from the next county, a fund putting a network together, a competitor who has known you for twenty years.

The first question that comes to mind is whether the number is good. It is not the right question, or at least not the first one. That number does not measure your business. It sets the point from which, if you go ahead, the price will start coming down. And whoever gave it to you has done more work on it than it appears.

This piece is about the weeks before you answer: what the person who approached you already knows, what you need to know, and why the first thing you sign is usually the one that costs the most.

Whoever approached you has already rebuilt your accounts, and you have not seen how

A serious buyer does not call with a random number. Before the call they have read your filed accounts, counted your sites, looked at which brands you hold and how many years are probably left on your franchise agreements. If they are a dealer group they also have an estimate of your volume, because registrations by brand and by province can be bought.

Then they have done the thing that matters: they have rebuilt your profit and loss as they would run it. They have taken out what they consider a personal cost rather than a business one, added what they think is missing, and repriced the stock. The number you were given comes from those rebuilt accounts, not from yours.

You have not seen those rebuilt accounts. Until you do, you are negotiating over the result of a calculation of which you know only the total.

This is not sharp practice. It is the buyer's job, and it is the same reason Italy's dealerships are not closing but changing owners: the buyer is paying for the distance between how the business runs today and how it would run in their hands. The number that reaches you is the price of that distance, seen from their side of the table.

The first number does not measure the business: it sets the point prices fall from

In a transaction the first number is usually the highest you will see. Its job is to get you to agree to talk. Then due diligence arrives, and every finding becomes a reason to take something off: stock older than expected, a dispute, a property that is not where the buyer thought it was, a used-car margin that rests on postponed write-downs.

That is why the first number should be read as an anchor, not a valuation. Once you have heard it, everything that follows is measured against it. If it seems good, every later reduction will feel like a small sacrifice on a figure that is still good. That is exactly the mechanism the negotiation relies on.

The defence is not to reject the number. It is to stop it becoming yours. Until you have a number of your own, built on your accounts with your assumptions, the buyer's is the only one on the table, and the whole negotiation takes place inside it.

You are being approached now for reasons that have nothing to do with you

If the offer seems to have come out of nowhere, it has not. At least two currents in the sector are pushing the same way, and neither depends on how your business is doing.

The first is the race to build networks. Between January 2022 and September 2025 about 9% of franchised sites in Europe changed ownership (ICDP, reported by Automotive News Europe), and even the three largest groups together hold less than a quarter of the European market. There is capital looking for businesses to put together, and yours is on a list.

The second is the family calendar. The AUB Observatory (AIDAF, UniCredit and the AIDAF-EY Chair at Bocconi) follows the 23,578 Italian companies with at least 20 million euros of turnover: 15,568 of them are family businesses. According to its 17th edition, presented in February 2026, more than a third of those could face a generational handover in the next ten years, which is more than five thousand companies (our arithmetic), and almost half if the senior generation stepped back at around 70. Today, on average, leadership passes when the person holding it is about 75.

In a dealership the 20 million threshold is not high, because in this trade turnover is large relative to margin. Buyers know that, and they know many families will reach the decision in the same years. Whoever moves first chooses. Whoever arrives later faces more sellers, and pays less.

All of this means one thing for you: the call tells you something about the buyer and the moment, not about your business. It does not tell you the number is high, or that the timing is right for you.

Before you answer you need four numbers of your own, and they are already in your accounts

You do not need a complex model to sit at the table differently. You need four numbers, which are already in your accounts and which a buyer normalises first. If you adjust them yourself, before they do, the negotiation starts from your accounts and not from theirs.

Pay and benefits for the owner and the family. What ownership costs the business today, in salaries, cars, expenses and family members on the payroll. The buyer will replace it with the cost of a manager on market terms. Depending on where you stand, the result can go up or down, and you need to know which way before they tell you.

The property's rent at market value. If you own the property and the business pays no rent, the buyer will put one in, and profit will fall. If the business pays rent to a family company, the buyer will compare it with the market. And before any figure you need to decide whether the property is part of the transaction or whether you keep it and lease it: they are two different transactions, with two different prices.

Stock and the cost of the floor plan. How many cars you hold, for how long, and what financing them costs you. The buyer will look at the age of every car and at the interest bill, and will treat part of the stock as a problem to write down, not as an asset.

The used-car margin net of write-downs. This is the line where it is easiest to have accounts that look better than reality, because the write-down on a used car that is not moving can be postponed. The buyer will not postpone it. Better that you produce the number yourself, with the write-downs in it.

With these four numbers you do not yet have a price. You have something more useful: your accounts rebuilt the way the buyer will rebuild them. From there, every figure they put forward has a base to be compared with.

Exclusivity is the most expensive thing you will sign, and usually the first

If the conversation goes on, at some point a letter of intent or an expression of interest will arrive, with a price, a structure and a request for exclusivity: for a certain period you will not talk to any other buyer.

It is the clause signed most lightly, because it looks like a formality and because the number next to it is a good one. It is also the one that shifts the balance most. Before exclusivity, the buyer knows you could talk to others. After it, they know you cannot. Due diligence, findings and price reductions all arrive after that signature, when the only alternative left is to stand up and start again from zero.

Exclusivity should not be refused on principle: a serious buyer is entitled not to spend months of work only to be outbid at the last minute. But it should be written. How long it lasts, and what happens when it expires. Which conditions end it, for example a price reduction beyond a set threshold. What the buyer must deliver, and by when. And it should be signed only once you have a clear idea of what the alternative is worth, which means after finding out whether there is a second buyer. The price that exclusivity costs you is not visible on the day you sign it: it shows in the fourth month.

By then the structure of the price matters as much as the figure: how much is paid at signing, how much later, and on what conditions. An earn-out, part of the price tied to the results of the following years, has rules of its own in a dealership, because those results are also moved by the manufacturer.

One buyer is not a market, and a process tells you what the first one is worth

When someone knocks with a good number, the temptation is to deal only with them. It is discreet, it is quick, and nobody in the business finds out before they should.

The problem is that a single buyer does not tell you what your business is worth. It tells you what it is worth to them, and you have no way of knowing whether they are the buyer to whom it is worth the most. A group that already holds your brands in the next county may pay more than a fund that has to build everything from scratch, or less, depending on what it is missing.

You do not need a public auction. You need to find out, discreetly, who else might be interested and on what terms: a short list of credible buyers, a first approach made by someone who knows the sector well enough to be taken seriously, and a deadline. It is the research phase of an M&A mandate, and it is what turns the first number from the only number into one number among several.

Sometimes the result is that the first buyer really was the best. Even then the process has done its job: now you know, and so do they.

Saying no has a cost too, and that price can be known before you say it

Turning down an offer looks like the choice that costs nothing: the business stays yours, as before. It is not, and pretending it is is the most common way of getting it wrong in both directions.

Keeping the business has a concrete price. The investment your brands will ask of you in the coming years, in corporate identity, in the workshop, in new powertrains. The capital tied up in stock and property. The family's time, and the question of who will run the business in ten years, which the call has only forced you to ask sooner. And the risk that the next offer, a few years from now, arrives in a market with more sellers and fewer buyers.

None of this is an argument for selling. It is an argument for knowing what keeping the business is worth to you, with the same rigour the buyer used to work out what buying it is worth to them. The comparison between those two numbers is the only honest answer to the call.

That number, your reserve price, can be known before you answer. Whoever knows it can say yes, say no, or say yes on different terms, and in all three cases knows exactly what they are choosing.

Sources: AUB Observatory, 17th edition, presented on 2 February 2026 (Bocconi University); ICDP, reported by Automotive News Europe. The number of family businesses facing a generational handover within ten years (more than five thousand) is our own arithmetic on the Observatory's figures.