Most conversations about startup exits focus on one number: the headline valuation. Adrian Vanzyl thinks that focus is misplaced. After decades spent investing in and advising technology companies, he’s watched founders chase the biggest possible number and later regret it. He’s also watched founders take a smaller deal and end up far better off. The difference rarely comes down to price alone.
This isn’t an argument against maximizing value. Instead, it’s an argument for defining value correctly in the first place.
Why Headline Numbers Hide the Real Terms
A big acquisition number attracts headlines. However, it rarely tells the full story. Earn-outs, escrow provisions, retention requirements, and equity-versus-cash splits can all quietly change what a deal is actually worth. In practice, a ten million dollar deal paid entirely in cash at close can be worth more than a fifteen million dollar deal loaded with contingencies that may never fully pay out.
This matters because founders under pressure to close a deal often focus on the top-line figure first. The structure gets negotiated second, and often with less scrutiny. As a result, this happens right when careful attention would matter most.
The Overlooked Cost of the Wrong Acquirer
Price is only one variable in an exit. Fit matters just as much, even though it’s harder to quantify. An acquirer who genuinely values the team, the product, and the culture tends to integrate well. That kind of acquirer preserves what made the company work in the first place. By contrast, an acquirer chasing the deal for defensive reasons, or simply to remove a competitor, behaves very differently. Often, the acquired team and product quietly wither within a year or two.
Founders sometimes discover this too late. The acquirer’s real intentions become clear through action, not through promises made during negotiation. A slightly lower offer from a genuinely committed acquirer often produces a far better outcome. That’s compared to a higher offer from one that isn’t.
Why Timing Can Matter More Than Price
Selling too early leaves value on the table. On the other hand, selling too late risks missing a window that may not reopen. Both mistakes are common. Neither is easy to diagnose in the moment, since the right timing only becomes obvious in hindsight.
A useful discipline is separating the emotional pull of a big number from an honest read of the company’s trajectory. Consider a high offer that arrives while momentum is genuinely accelerating. That offer deserves serious scrutiny before acceptance. By contrast, the same offer arriving after growth has already started to plateau deserves very different consideration. After all, it may represent the best price the company will ever see again.
The Founders and Employees Who Get Forgotten in the Structure
Exit negotiations tend to concentrate attention on the founders and the largest shareholders. Early employees often took on real risk for below-market compensation. Yet they can get treated as an afterthought in the final structure. This isn’t usually malicious. Rather, it’s simply where the negotiating leverage sits by the time a deal reaches the table.
However, how a company treats its early team during an exit says something durable about its founders. Word travels through a startup ecosystem quickly. A founder known for taking care of early employees builds a reputation that pays off in the next company they start. Meanwhile, a founder known for the opposite carries that reputation forward too.
What Adrian Vanzyl Says a Good Exit Actually Optimizes For
A good exit balances several things at once. These include fair value, an acquirer genuinely equipped to carry the work forward, defensible terms for the people who built the company, and timing that reflects the business’s real trajectory rather than short-term market noise. Optimizing for headline price alone, at the expense of the other three, tends to produce a specific pattern. The outcome looks good in a press release and feels disappointing in practice a year later.
This is a difficult balance to strike under pressure, especially when a founder has spent years building toward this single moment and understandably wants it to feel unambiguously like a win.
What This Means for Founders Approaching an Exit
For founders weighing a potential exit, the practical lesson is to slow down exactly when the instinct is to move fast. Scrutinize the deal structure as carefully as the headline number. Evaluate the acquirer’s real intentions, not just their stated ones. Consider the people who helped build the company, not only the largest shareholders at the table.
That’s the standard Adrian Vanzyl encourages founders to hold themselves to. It applies even when a tempting number is sitting right in front of them.
