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Hmm. Trust your gut feeling. Based on what you've written here, it doesn't seem like you or your partner are truly interested in doing this. It's a nice feather in your cap (the offer) but I would certainly avoid selling out until the cards are in your favor. Don't let yourself believe that because they're a large tech company they can put an offer down and you have to accept it.

Don't take it just because it came along, take it because you want it. You wouldn't date a girl (or guy) you weren't interested in just because it fell in your lap would you? Well... of course you might, but think about it. Also, I wouldn't get too anxious about the timeframe here. They've been courting you for 1.5 months, I can't see their offer and all that you guys have worked towards suddenly vanishing. They might have 8 figures they're willing to send your way, which gives an impression that they have the upper hand, but they're buying YOUR product, you have just as much leverage if not more. Take the time to think it through, write down the pro's and con's and compare the lists.

It sounds to me like you've sort of convinced yourself it is a bad idea, and you're putting that on the shelf at the sake of naiveté to find help from more experienced people. That's definitely a good thing, but I think that in the end this is really going to come down to how it will make the two of you feel. You'll fucking hate your guts if you walk away from selling your profitable 5 year old company if you're not completely happy with this.

From our experience in previous companies:

-Always counter-offer. People actually expect that you do so and that's probably why they put the offer low initially.

-Get a lawyer and a tax-specialist to make sure you are doing everything right and keeping as much as you can.

Also, since you guys are profitable and doing well, don't get too desperate to sell...

Shop around now.

You have 1 offer. You're quite likely to get a much better offer (by either the current oferee (?) or another one), with just a few weeks of work.

Shop around, for real.

"Has (without saying so) implied that they make an offer and that is it" -> standard negotiation practice.

Shop around, even if "selling" isn't your strong point.

Practically, tell them you need some time to think this through. Then, when you have another offer (either better or worse), tell them very briefly: "We've had another offer. We don't want to turn this into a bidding war. We need some more time to think about our next steps." (Of course you want to turn this into a bidding war.)

I once got an offer for a startup out of the blue, just after I decided I was tired of it (karma!). I was going to take it. My girlfriend told me to ask for 50% more, and they gave it to me with only a little pushback. I could have likely gotten double.

3x revenue in STOCK sounds like a BAD deal. 3x revenue basically means: if they pretty much abandon the whole thing and let it run out a few years, they'll still make money. If they offer you just 3x revenue, it should be cash.

Ask for 6 time revenue in cash, as your counteroffer.

If you're really doing well and in a growing market, I'll offer you 3x revenue in cash myself, that'd be a steal.

You need an experienced hand to help you with this. Don't do these negotiations yourself. You aren't objective. Think of it from this perspective, this is probably your biggest asset and if executed on properly an acquisition will provide for you and your family for the rest of your life. So bring in an expert. When selling a house, you use a realtor, when selling a company use a banker. My personal friend on banker is Mike Lyon with Vistapoint Advisors. But find a referral out of your own network so you are comfortable or call Mike.