Not every healthcare deal is a sale: rethinking what M&A can look like

When healthcare business owners come to us thinking about a transaction, the conversation almost always starts in the same place. What is the business worth, and what does a sale process look like? Those are the right questions. But they’re not always the only ones that matter.

Embedded in both is an assumption; that the destination is a full sale. In our experience, some of the best outcomes we’ve been involved in weren’t sales at all. They were shareholder restructures, minority investments, and partial exits. Structures that gave owners what they actually needed, rather than what they assumed was available.

Why the “full sale” default exists

The full sale is the most visible transaction type. It’s what gets announced, what gets written about, and what most advisers are structured to facilitate. For many owners it’s also the mental model they’ve carried for years; to build something valuable, find a buyer, move on.

But that model doesn’t fit every situation. In healthcare particularly, where businesses are often built around clinical relationships, referral networks, and the personal reputations of their founders, a full sale can be a blunt instrument. The things that made the business valuable are sometimes the very things most at risk in a conventional exit.

When the founders want a partner, not a buyer

A common situation we encounter involves founders who have built something of real quality and are starting to think about what comes next without wanting to step away entirely.

What they’re looking for is a partner. Someone who can bring capital, operational expertise, and a pathway toward greater scale and professionalisation, without displacing the clinical culture that underpins the business’ value. A minority investment from the right private capital investor can achieve exactly that, but finding the right partner requires a process that tests the market not just for price, but for fit.

The right minority partner brings more than money. They bring credibility with future acquirers, governance capability, and a shared interest in building value over time. Getting that distinction right is where the advisory work actually happens.

When a partial sale is the right first step

There is also a middle ground that doesn’t get enough attention. An owner who wants to realise some value and reduce personal financial concentration, while retaining operational control and long-term upside.

In a healthcare market with strong structural tailwinds (ageing demographics, growing demand for diagnostic and clinical services, increasing focus on prevention) there is a real case for founders to stay invested rather than sell everything now. A well-structured partial transaction lets them realise liquidity today while retaining meaningful participation in what the business becomes.

When shareholder dynamics reach a crossroads

One of the most common (and least openly discussed) reasons healthcare business owners engage an adviser isn’t a desire to sell. It’s a shareholder relationship that has run its course.

Many healthcare businesses are founded and owned by a group of clinicians or operators who built something together. For a period it works well. But businesses evolve, and so do the people inside them. Visions for the future diverge. Approaches to risk, growth, and decision-making pull in different directions. The friction that follows is rarely dramatic; it’s usually quiet, cumulative, and corrosive.

The solution in these cases is rarely a full sale. More often it’s a structured internal transaction; one shareholder, or a group of shareholders, acquiring the others’ interests at a properly determined value, with clear terms and a clean outcome for all parties. Done well, these transactions resolve what a sale process cannot: the misalignment between owners, while keeping the business intact and in the hands of those with genuine conviction about its future.

What this means in practice

None of this is an argument against a full sale. This remains the right outcome in many situations, and a competitive sale process is often the best way to establish true market value regardless of the structure ultimately pursued.

But the process matters. The better starting point is understanding what the owners actually need (financially, personally, and professionally) and then building a process designed to find the best solution across the full range of available structures.

In a market as dynamic as Australian healthcare, the businesses that attract the best outcomes are rarely the ones that simply waited for offers. They’re the ones that went to market with clarity about what they were trying to achieve.

If you’re a healthcare business owner thinking through what the right next step looks like, we’d welcome the conversation. Contact Michael Kakanis for a confidential discussion.