Lots of good advice in here already. IMO a critical prep for negotiations is to clearly define what your objective is. Take a step back and consider the bigger picture. Purchase price is just one of many components of a deal -- and it is easy to focus on because it is so quantifiable. But in the long run, it may actually not be **that** important. With all of the stress a business goes thru in an ownership transition, I'd rather pay a small premium for a great business with a seller that is going to have your back than a discount on an ok business with a seller that isn't going to be there when you really need them.

Hi ^, redacted‌, you already received a lot of sensible advice above but let me articulate further what has been said. The “take it or leave it” strategy is always a bit risky when you are trying to build a relationship with a seller that will eventually become your partner post-acquisition. You might be building resentment and bad blood. Try instead to focus on rationalization and value creation. As mentioned by ^David Shackelford‌, price is only one component of negotiation. Ask as many questions as possible to find the seller’s motivations and goals. For each finding, use mirroring to acknowledge to the seller your understanding of the issue. Once you have collected this valuable information, build an offer that considers these findings while rationalizing the price you are ready to pay. It is a “give and take” strategy where you “give up” on minor issues that have a high value for the seller while you “take” on issues that are high on your priority list, such as the price. For example, you can commit to keeping all employees for 18 months (if it is your intention) which might be high on the seller priority list, while asking the seller to concede on price. It should be a careful mapping of “give and take,” ensuring a good balance of value creation between parties. This takes a lot of preparation, but you will see the value of it. There are many other aspects to consider, such as the no-deal options, deal-design barriers, understanding the real parties around the table, or the sequencing of the negotiation, to name a few. Do not hesitate to DM me if you have any questions or want to bounce some ideas.