An EO sale pays fair market value for the company, like any financial buyer (e.g., in private equity transactions). A seller could receive less compensation by selling to EO than by selling to a strategic buyer, but the seller should also consider the additional value that the tax savings of an ESOP (or worker co-op) sale generate.
A sale to an ESOP or worker co-op can increase the after-tax proceeds to the selling shareholder, because the selling shareholders may, with certain restrictions, defer capital gains taxes of the sale proceeds through an IRC Section 1042 tax deferral (rollover). The company can also take tax deductions of up to 25% of payroll by making an ESOP contribution each year.