Questions to ask buyers and advisors before committing to a sale

A practical conversation guide to reveal funding, deal structure, operating plans and advisory responsibilities.

Educational owner resource. Read the cited sources and obtain advice for your circumstances.

Use questions to make trade-offs visible

A useful answer gives you evidence, responsibilities and a next step. A general promise may be sincere, but it is hard to compare. Keep a private notes sheet with the question, answer, evidence needed and unresolved assumption. Ask the same core questions of competing proposals so the comparison uses a common basis.

This guide provides educational discussion prompts. It does not vet a buyer, verify financing or provide legal or tax advice. Do not share patient information, confidential staff identifiers or credentials while exploring these topics. Use a properly controlled process for sensitive material.

Ask a buyer about authority and ability to close

Learn who is behind the proposal, who can commit and what remains uncertain. A stated budget or a lender introduction does not prove the transaction is funded. A proposed ownership structure must also be eligible under applicable pharmacy rules.

Who will legally acquire and operate the pharmacy, and who has decision-making authority?
Which funding sources are intended, what evidence can be shared confidentially, and what approvals remain?
What diligence could change your price or cause you to withdraw?
Which financing, regulatory, landlord or contractual conditions must be satisfied?
What milestones support your proposed timetable, and what happens if a milestone is missed?
Who will run the pharmacy after closing, and what staffing/relief plan will be in place?

Ask a buyer about economics and your continuing role

Describe the whole proposal before comparing its headline price. Different inventory, debt and working-capital conventions can make apparently similar prices mean different things. Define what you will still be expected to do and what payment remains at risk.

What exactly does the price include and exclude, and how is inventory measured?
How much is paid at closing, held back, financed by the seller or contingent on performance?
Which deductions, claims or conditions can reduce later payment, and how are disputes resolved?
If an earn-out or retained equity is proposed, who controls the decisions that affect its value?
What duties, hours, duration and compensation do you expect from me after closing?
How do you intend to handle staff, service continuity, the pharmacy name and key relationships?

Ask advisors about the work they will perform

Agree scopes so essential tasks do not fall between different professionals. An advisor should explain the purpose and limits of their analysis. A market estimate, a formal valuation, legal advice and a tax comparison are different deliverables. BDC’s valuation guidance supports qualified input and multiple approaches; it does not supply a pharmacy-specific transaction benchmark. Business Development Bank of Canada

What pharmacy transaction experience is relevant to this engagement, and who will perform the work?
What is your scope, fee structure, conflict policy and communication process?
Which earnings adjustments need evidence, and what recurring costs may be missing?
Which value convention are you using, and which assets or obligations are excluded?
How will asset/share structures affect risk, approvals, tax and the owner’s cash under my facts?
Which documents or issues must be resolved before I agree exclusivity or an LOI?
Which privacy and regulatory specialists are needed, and who coordinates their work?

Ask about communications and what happens if the deal stops

Agree a controlled sequence for buyer access, stakeholder communications and closing preparation. Keep exact business facts separate from speculation. Confirm how confidential materials are handled if interest ends and what responsibilities continue after completion.

Who authorizes each disclosure and communication, and when will staff or the landlord be informed?
Which information can be aggregated or redacted, and when is more detail necessary?
How will access be removed and return/destruction obligations addressed if the process ends?
Who owns the closing checklist and verifies every condition is satisfied?
What transition, holdback or deferred-payment tasks continue after closing?

Make the answers usable

Finish each meeting by confirming the open questions and who will answer them. Rank proposals using your own priorities: price, certainty, deferred risk, continuity and transition flexibility. Bring the resulting comparison to your advisors before making a commitment. Use the preferred buyer list and annotated LOI to rehearse these conversations, then book a confidential planning discussion when you want to examine an actual process.

Continue reading

Pharmacy financial figures: gross profit, gross margin, NOI and EBITDA

Pharmacy share or asset purchase agreement: what sellers should expect

Selling a pharmacy in Canada: what happens from an accepted offer to closing?

Sources and context

How to value a business you would like to acquire
Generic business valuation guidance, not a pharmacy transaction database or regional multiple benchmark. Accessed 2026-10-14.

PIPEDA, section 7.2: business transactions
Conditional federal business-transaction provisions. Applicability and provincial health-information requirements must be reviewed; an NDA alone does not satisfy every condition. Accessed 2026-10-14.

Purchasing a Community Pharmacy
Ontario-specific process. Guidance states at least 45 days for a complete accreditation application, not a promised approval time. Corporate amendments/share changes may require a different route.

Selling a business
General tax-registration and GST/HST guidance. Conditional election eligibility; no automatic exemption or individualized tax result.

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