Confidential M&A advisory · Trading & distribution · Singapore

Sell your distribution business without a word getting out.

A confidential way for owners of Singapore trading, wholesale and distribution businesses to understand what the business is worth and explore a sale. Nothing reaching your principals, customers or staff, and nothing public until you decide.

A private read on your number. No commitment, no call required, nothing on the record.

What owners tell us

You built it. Now you want a quiet way out.

Most owners we speak to have spent years building what they have. When they start to think about selling, the same three worries surface. We take all three off your plate, in this order.

The first worry

Principals and customers finding out

A principal who hears of a sale second-hand may start talking to other distributors. Nothing is listed and nothing is named, so your principals, customers and staff hear it from you, on your timing.

The second worry

Leaving money on the table

Most owners guess at their number. We start with a clear, evidence-based view of value and prepare your financials so a buyer pays for what the business is genuinely worth.

The third worry

The deal falling through

A signed offer is the easy part. We run the process to completion, including the awkward steps, so it holds together to the end rather than drifting and dying.

How we protect you

Confidentiality is the starting point, not an add-on.

The promise should feel concrete, not like a slogan. Here is exactly how your name, your team and your customers stay protected until you are ready.

Buyers see nothing until they sign

Your business is shown only after a buyer has signed an NDA and you have approved them by name. No open marketplace, no broker board.

Materials are code-named

Early documents carry a reference code, not your name or address, so nothing identifying circulates while interest is being gauged.

Nothing moves without your say-so

You approve every step and every buyer before they learn who you are. The process runs at your pace, never ahead of it.

What your business is worth

A properly argued number protects your price.

Distribution businesses are priced on the security of their agencies as much as on their earnings. We normalise the accounts, agree a fair level of working capital, and show which principal relationships a buyer can rely on after you step away.

01

Earnings and add-backs

We normalise your financials so the buyer sees the true earning power of the business, not the owner's personal lens on it.

02

Principal and agency agreements

Agreements a principal can end on a change of control are the biggest risk in the sector. Exclusive, long-dated agencies and your own brands sit at the top of the range, and we evidence which you hold.

03

Working capital and the asset base

The price usually assumes a normal level of stock and receivables comes with the business. We agree that level early, write down slow stock honestly, and use net tangible assets as the anchor they are.

Indicative range

Businesses like yours in Singapore typically sell for 2.5x to 3.5x normalised EBITDA.

Exclusive long-dated agencies and own brands sit at the top of the range, agreements a principal can end on a change of control pull value down, and the range assumes a normal level of working capital comes with the business. The upper end, around 4.5x, usually needs competing buyers and a business that runs without you. These are conservative ranges from Singapore SME transactions, not a valuation.

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Why Clearmere

The right buyers, approached quietly

We approach regional distributors, listed groups, overseas trading groups and competitors discreetly, the buyers who pay for secure agencies and reliable customer channels.

We manage the hard transfers

Principal consents, change-of-control clauses, import licences and permits, the working capital level, stock valuation and key-salesperson retention are handled early, not surfaced late.

Discretion by default

Your name stays out of the market until an NDA is signed. No public listing, no broker board, nothing your team can stumble on.

You deal with the founder

You work directly with Ben from start to finish. No being handed to a junior once the engagement begins.

Certainty of completion

Our job is a deal that closes, not a listing that lingers for a year. We manage the path from offer to a clean close.

An operator's eye on risk

We read the things a generalist broker misses, the dependencies a buyer probes and that quietly cut a price if ignored.

The team behind 70+ owner-operated transactions across Singapore, now extending the same playbook to established businesses across sectors.

How it works

Four quiet steps to a clean close.

01

A confidential valuation

Start with a short questionnaire by email, under NDA. For a fixed fee, we tell you honestly what your business is worth and what would lift it.

02

A clear picture of your options

If a sale fits, we agree the approach. If the timing is wrong, we can stay on as your adviser and get the business ready to sell.

03

A quiet, targeted process

We approach the right buyers discreetly, each NDA-gated and approved by you. Never the open market.

04

A clean completion

We manage due diligence, licence and lease transfer, and the difficult conversations, through to signing.

Questions owners ask

Straight answers, before you speak to anyone.

How do I sell my trading or distribution business without my principals finding out?

Off-market and NDA-gated. Nothing is publicly listed and nothing carries your name. Early materials use a reference code instead of your company name, buyers see identifying details only after signing an NDA you have approved by name, and you decide when your principals, key customers and staff are told. Timing the conversation with each principal is part of the plan, because some agreements need their consent and an unplanned leak can prompt them to look elsewhere.

What is my distribution business worth?

It is priced off normalised earnings, adjusted for owner-specific costs and one-off items, on the basis that a normal level of stock and receivables is delivered with the business. Net tangible assets are a strong anchor. What moves the number most is how secure your principal agreements are, whether any can be ended on a change of control, and whether you hold exclusive agencies or own brands. Owner-operated distributors in Singapore typically change hands at roughly 2.5 to 3.5 times normalised EBITDA, with up to about 4.5 times only for stronger businesses with competing buyers. We give you a written valuation under NDA, for a fixed fee credited against our success fee if you sell with us.

Who buys trading and distribution businesses in Singapore?

Regional distribution groups adding product lines or markets, listed Singapore groups building scale, Japanese and other overseas trading groups wanting a local channel, and competitors buying agencies and customers. Sometimes a principal takes its own distribution in-house, and management buyouts happen too. Each values the business differently. A principal may pay for control of its channel and a competitor only for the customer book, which is why approaching several quietly usually protects the price.

Can my principals end their agreements if I sell?

Some can, and it is the first thing a serious buyer checks. Many distribution agreements let the principal terminate on a change of control, or require its consent to an assignment, and some are informal or short-dated. The position can also differ between a sale of shares and a sale of the business and assets. Have every agreement read by your lawyer before going to market, and plan when and how each principal is approached. Agencies secured early protect the price far better than consents chased at the end.

What does Clearmere charge to sell a distribution business?

Our sale fee is success-based and paid on completion: no sale, no fee. A written valuation is a separate fixed fee, agreed and paid before we start, and credited in full against our success fee if you sign with us within 6 months and the sale completes. The first conversation, a short questionnaire and our written recommendation on which valuation fits are free and carry no obligation.

How are stock and working capital handled in the price?

The headline price usually assumes the business comes with a normal level of working capital, meaning stock, receivables and payables at their usual levels for your trade. If there is less at completion, the price is adjusted down, and if there is more, it is usually adjusted up. Slow-moving or obsolete stock and old receivables are normally written down rather than paid for. Agreeing the normal level and how it is counted early avoids one of the most common late disputes in distribution deals.

Benjamin Tan, Founder of Clearmere
Who we are

Benjamin Tan

Founder, Clearmere

Clearmere is confidential M&A advisory for owner-operated SMEs, typically S$1m to S$20m in revenue. The lower-mid market the large firms overlook and generalist brokers tend to fumble. You get senior attention on your sale, not a junior and a template.

Ben takes on a small number of mandates at a time, personally. The 70-plus deal record sits with the advisory team and is honest experience across owner-operated Singapore businesses, now being extended to established businesses across sectors.

Also in industrial and trade
Before you decide

Your valuation is private, and there is no obligation to sell. If it is not the right time, you keep the report and have told no one.

When you are ready

Find out what your business is worth.

Start with a short confidential questionnaire by email. No commitment, no call required, and nothing reaches your team or the market until you decide it should.

Request a confidential valuation →
Benjamin Tan, Founder of Clearmere
Benjamin Tan
Founder, Clearmere
All enquiries are confidential and handled under NDA.