We have previously discussed how selling to an ESOP provides a built-in buyer that can purchase the company in as little as 120 Days. Another benefit is that the seller can sell to an ESOP for full fair market value of the company (but not more than fair market value) as determined by an independent appraiser. The protection provided by the Internal Revenue Code to engage an independent appraiser protects the ESOP participants and ensures that the full fair market value of the company is used in the determination of the sale price.
While this means that a strategic or synergistic buyer has the potential to offer more (before taxes) than an ESOP (if you can find such a buyer), it also means that the ESOP is able to consistently offer fair market value, something other non-synergistic buyers may not be offering.
If you do find a third-party buyer to sell at the price you are looking for, they will be motivated to protect their new investment. As a result, third party sales will likely involve escrow payments, holdbacks, earn-outs, and/or employment agreements. Selling to an ESOP for full payment minimizes these alternatives.