Why didn't Bezique acquire Dolphini?

• A. Strategic misalignment
• B. Valuation gap; owners wanted £1.5m and Bezique offered £1.35m (with £150k contingent)
• C. Market saturation
• D. Lack of financing

Answer: (B)

The key idea is how value is defined and delivered in a deal. The Dolphini owners wanted £1.5m for their business. Bezique countered with £1.35m up front plus a £150k contingent payment, which could bring the total to £1.5m if certain future conditions are met. That structure tries to bridge the gap between what the seller wants and what the buyer is willing to pay, but it introduces uncertainty for the seller because the £150k is not guaranteed.

If the owners require £1.5m as certain cash today, the contingent part doesn’t satisfy that demand. They’re weighing the certainty and timing of getting paid more than the possibility of earning the extra £150k later. Since the buyer’s offer still leaves a gap on certainty—despite the earn-out—the deal wouldn’t close.

Other potential blockers like market conditions, strategic fit, or financing aren’t the primary obstacle here, because an offered structure exists to bridge value. The fundamental hurdle is the valuation gap between what the sellers want and what Bezique was willing to pay, even with the contingent component.