Selling a digital technology business is not the same as selling a traditional manufacturer,
distributor, or services firm. Tech buyers care about targets’ software, data, revenue reliability, growth, and margins as much as their trailing 12 months’ income statement. So, to optimize value in the eyes of digital tech buyers, you have to deliver those metrics, and they vary by sector.
Moreover, those sellers who know in advance the value-driving metrics for their sector, and who prepare for sale sufficiently in advance, can incorporate them into their KPI dashboard, thereby deliberately setting goals that will maximize value.
What Is a “Digital Technology Company” Anyway?
In this article we define digital tech companies as mid-market businesses (those with sales between $10 million and $100 million) whose products and delivery are built on software and the internet.
We further divide such companies into five subcategories:
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- SaaS Platforms (e.g., Salesforce) deliver software over the internet for a recurring subscription fee. Key metrics include annual recurring revenue (ARR), customer churn, net revenue retention (NRR), customer lifetime value (LTV), and customer acquisition cost (CAC). Buyers look at how predictable and scalable the target’s subscription base is over time.
- SaaS Platforms (e.g., Salesforce) deliver software over the internet for a recurring subscription fee. Key metrics include annual recurring revenue (ARR), customer churn, net revenue retention (NRR), customer lifetime value (LTV), and customer acquisition cost (CAC). Buyers look at how predictable and scalable the target’s subscription base is over time.
- Ad- and Content-Supported Platforms (e.g., Facebook) provide video, social, and community user interaction funded by advertising or publishing fees. These platforms are judged first on audience quality and level of engagement. Key metrics include monthly and daily active users (MAU/DAU), session length, return frequency, and depth of interaction with content or creators.
Buyers also look at the seller’s cash generation strength by analyzing average revenue per user (ARPU), ad fill and viewability, and how effectively revenue grows with additional engagement without degrading user experience.
- Digital Marketplaces (e.g., Airbnb) connect buyers and sellers, extracting a transaction fee or “take rate” on gross merchandise value (GMV). Buyers focus on liquidity (how easily buyers and sellers find each other), concentration risk, network effects, and the stability of transaction volumes.
- Data and Analytics Vendors (e.g., Bloomberg) sell data sets, APIs, analytics platforms, or insights derived from data. What matters most is the uniqueness and usefulness of the data, contract structures, renewal rates, and how embedded the data is in the customer’s workflow.
- Tech-enabled Services (e.g., Uber) develop and deliver to clients genuine software or automation leverage, not just incremental operating and security enhancements. Buyers look at utilization, gross margin, process repeatability, client loyalty and how well the tech enables scale without shrinking margins.
M&A advisors who understand these distinctions in buyers’ interests are in a better position to solicit the right buyers and to create marketing material (teasers and confidential information) that attract them.
How Buyers Value Digital Tech Companies
In sum, buyers don’t value digital technology companies mainly on last year’s profit while they do so for traditional companies. Rather they underwrite future digital tech company cash flows by asking three questions:
- How durable is the revenue
- How do customers behave over time, and
- What happens to margins as the business scales?
Those questions are answered through the metrics outlined for each sector’s business model above –
- ARR and retention for SaaS
- MAU/DAU and ARPU for ad-supported platforms.
- GMV and liquidity for marketplaces
- Renewal and depth of embedding in the client’s business for data vendors, and
- Utilization and leverage for tech-enabled services.
Strong digital tech M&A presentations connect those model-specific metrics to a simple story about risk and upside. When buyers can see that revenue is recurring rather than one-off, that customers stay and often expand, and that growth improves rather than erodes economics, they will pay stronger multiples and accept more terms favoring the seller.
Why Specialized M&A Advisory Matters Here
Because of these differences, a generalist advisor, or an owner who deals directly with buyers, can easily cause business to be undervalued. In contrast, a specialized tech M&A advisor can add value in several ways:
- Selecting the right metrics and describing them accurately.
- Building a compelling around them.
Explaining in plain terms, how customers find the product or service, why they stay, how they expand, and what makes the platform hard to displace. That narrative should agree with the numbers and with what customers would say if a buyer contacted them. - Running a process that keeps performance intact. All buyers watch in-process performance closely. If numbers dip during due diligence because the owner has been diverted, buyers will assume that growth is fragile. Good M&A advisors shield the team, manages requests, and keeps the process moving while management concentrates on hitting its performance goals.
- Creating real buyer competition. A disciplined sell-side process brings multiple qualified buyers to the table at the same time to improve both price and terms.
Why Early Preparation Matters More in Digital Technology
Because the metrics correlate so strongly with value, the most profitable digital tech exits typically start well before going to market. Such preparation can include:
- Cleaning up data so core metrics (ARR, churn, NRR, LTV/CAC) are calculated consistently and can be defended.
- Addressing obvious product or retention issues that would alarm a buyer if discovered during diligence.
- Clarifying contracts, intellectual property ownership, and any third-party dependencies.
- Establishing a simple, repeatable reporting cadence that can be handed to buyers with minimal explanation. A KPI platform that tracks in real-time the relevant metrics in the seller’s tech sector fit the bill.
This kind of preparation gives founders more control over timing and narrative, and reduces the risk of unpleasant surprises during due diligence.
Last, Lead with Clarity
For mid-market tech company owners, the key is to avoid vague labels like we’re an “internet business,” and instead for them to say, for example:
- “We are a digital technology company, specifically a B2B SaaS platform with strong net revenue retention and a clear, profitable path to further expansion,” or
- “We’re a digital technology marketplace that connects two specific sides of a vertical, with growing liquidity and a defensible position.”
That level of clarity doesn’t just help buyers evaluate the opportunity quickly. It also assures that your advisor is highlighting the right metrics before the most relevant buyers so you achieve the best value.