Industrial M&A Advisory | Sell-Side Representation for Canadian Industrial Business Owners

Institutional-Grade M&A for Canada’s Industrial Sector

Windsor Drake is a Canadian mergers and acquisitions advisory firm providing confidential, strategic sell-side representation for owners of mid-market industrial businesses. Our team delivers institutional-quality execution built on the principles of elite investment banking firms, tailored for the unique operational and ownership landscape of Canada’s industrial sector.

We advise founder-led, family-owned, and private equity-backed businesses across a broad range of industrial sub-sectors, including manufacturing, fabrication, distribution, and industrial services. Our focus is singular: to maximize value for sellers through a competitive, controlled M&A process.

Why Industrial M&A Activity is Accelerating

The Canadian industrial economy is undergoing significant transformation. Supply chain re-shoring, infrastructure investment, and the digitization of manufacturing and logistics have made industrial companies a focal point for strategic buyers and private equity firms. At the same time, demographic trends—including aging ownership and succession challenges—are leading to increased deal flow across the lower middle market.

Key drivers of industrial M&A activity include:

  • Private equity roll-up strategies across fragmented industrial niches
  • Strategic acquirers seeking regional expansion or vertical integration
  • Surging demand for fabrication, warehousing, and specialty manufacturing
  • Government investment in infrastructure, energy, and defense sectors
  • Cross-border acquirers targeting stable, cash-flowing Canadian firms

Resources such as the Canadian Manufacturers & Exporters (https://cme-mec.ca/) and Industry Canada (https://ised-isde.canada.ca/) offer valuable insight into emerging industrial trends shaping the M&A landscape.

What is Industrial M&A?

Industrial M&A refers to the acquisition, sale, or merger of companies engaged in manufacturing, value-added distribution, or industrial services. In Canada, the industrial M&A market is largely comprised of private companies with long operating histories, deep customer relationships, and strong ties to local labor markets.

Typical M&A structures include:

  • Full sale to a strategic acquirer or PE-backed platform
  • Majority recapitalization with retained ownership
  • Generational transfer supported by institutional capital
  • Carve-out of a non-core division from a larger enterprise

A structured M&A process ensures that owners extract maximum value while preserving employee continuity, customer trust, and long-term legacy.

Who We Advise

We work exclusively with Canadian industrial businesses that meet the following general criteria:

  • Revenue of $10M–$150M+
  • EBITDA of $1.5M–$15M
  • Proven profitability and strong backlog or recurring contracts
  • Diversified customer base and supplier relationships
  • Safety record and environmental compliance

Sub-sectors we frequently serve include:

  • Metal fabrication and machining
  • Industrial equipment distribution and service
  • Building materials manufacturing
  • Maintenance, repair, and operations (MRO)
  • Packaging, plastics, and engineered components
  • Energy, utilities, and environmental services

Whether you’re preparing for retirement, evaluating unsolicited offers, or planning long-term succession, Windsor Drake provides a high-trust, professionally managed M&A process.

The Windsor Drake M&A Process

1. Initial Strategy Session

We begin with a private strategy consultation to assess readiness, define goals, and review the company’s historical and projected performance.

2. Market-Based Valuation

We provide a market-based valuation range using adjusted EBITDA multiples, asset-based modeling (if relevant), and recent comparable transactions. Our approach includes sensitivity analysis around working capital, backlog, and capital expenditures.

3. CIM and Go-to-Market Preparation

We prepare a detailed Confidential Information Memorandum (CIM) that positions your company for optimal valuation, highlighting:

  • Core capabilities and technical competencies
  • Facility infrastructure, certifications, and equipment
  • Historical financial performance and backlog visibility
  • Key customers, contract terms, and supplier dependencies
  • Growth levers and operational scalability

4. Buyer Identification and Outreach

We conduct a focused, confidential outreach campaign to a curated group of pre-vetted buyers, including:

  • Canadian and international private equity firms
  • Strategic acquirers in adjacent or vertical markets
  • Family offices and industry-specific holding companies

Each buyer signs a non-disclosure agreement (NDA) before receiving detailed information.

5. Deal Negotiation and Diligence

We lead negotiations on Letters of Intent (LOIs), term sheets, and exclusivity periods. We manage the diligence process across legal, financial, operational, and environmental dimensions to avoid unnecessary disruption and deal fatigue.

6. Closing and Transition Execution

We collaborate with your legal and accounting teams to finalize definitive agreements and ensure successful closing. We remain involved post-close to facilitate ownership transition, integration, and ongoing alignment with the buyer.

What Drives Value in Industrial Businesses

Buyers evaluate Canadian industrial companies using a combination of financial, operational, and strategic criteria. Key valuation drivers include:

  • Recurring or contract-based revenue
  • Margin stability and operational efficiency
  • Capacity utilization and facility scalability
  • Low customer concentration risk
  • Certifications (ISO, CSA, ASME, etc.)
  • Experienced management and labor force
  • Environmental, health, and safety (EHS) compliance

Valuation ranges vary by sector, but typical Canadian mid-market industrial deals transact at:

  • 4.5x–7x EBITDA for asset-heavy manufacturers
  • 6x–9x EBITDA for service or distribution-based models
  • Premiums for proprietary processes, automation, or export channels

We work closely with sellers to position value drivers early in the process and build competitive tension among buyers.

Recent Canadian Industrial M&A Transactions

Windsor Drake has advised or tracked multiple private industrial transactions across Canada. While confidential, recent deal highlights include:

  • Ontario-based Specialty Fabricator
    $41M Revenue | $6.2M EBITDA
    Sold to U.S.-based private equity-backed platform
  • Western Canada MRO Services Provider
    $27M Revenue | $4.1M EBITDA
    Strategic acquisition by national industrial services group
  • Quebec Packaging Manufacturer
    $33M Revenue | $5.3M EBITDA
    Majority recapitalization with Canadian mid-market PE firm

These transactions reflect the increasing appetite for high-performing, Canadian industrial businesses with defensible market positions.

Why Windsor Drake?

Windsor Drake is built to serve Canadian business owners who want professional, discreet, and high-impact M&A outcomes. Our team brings experience from top investment banks, private equity firms, and industry operators.

We offer:

  • Deep relationships with top-tier buyers in Canada and globally
  • Senior-led execution from engagement through close
  • Sophisticated positioning to elevate valuation and reduce friction
  • Full process management, including legal and tax coordination
  • Complete discretion with zero public marketing

We are not business brokers. We are dealmakers and trusted advisors.

Legal and Tax Structuring Considerations

Industrial M&A transactions in Canada require thoughtful attention to:

  • Asset vs share sale tax implications
  • Allocation of working capital and equipment
  • Vendor take-back notes and earnout mechanics
  • Environmental due diligence and indemnities
  • Use of the Lifetime Capital Gains Exemption (LCGE)

We coordinate with legal and tax counsel to structure transactions for maximum after-tax proceeds and compliance. Where needed, we can introduce M&A-specialized advisors.

For additional information on tax planning and compliance, consult the CRA’s guide to business transitions (https://www.canada.ca/en/revenue-agency/services/tax/businesses.html).

Frequently Asked Questions

How long does the M&A process take?
Generally, 6 to 9 months from engagement to close.

Can I sell part of my business and stay involved?
Yes. Many deals are structured as recapitalizations where owners retain 20–40% and continue leading growth.

Do I need audited financials?
Not required, but reviewed or accountant-prepared financials streamline diligence and build trust with buyers.

How do you protect confidentiality?
All buyers sign NDAs and are pre-screened. We never publicly list your business.

What are your fees?
Our compensation is primarily success-based, with a modest retainer. Terms vary based on deal size and complexity.

Begin a Confidential Conversation

If you are an owner or executive of a Canadian industrial business considering a sale now or in the next 12–24 months, Windsor Drake is the advisory partner built to deliver.

We help:

  • Maximize valuation and competitive tension
  • Navigate legal, tax, and environmental complexity
  • Execute full or partial exits on your terms

Windsor Drake | Institutional M&A Advisory for Canada’s Industrial Leaders

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