Hi leesider
The original and primary purpose of investing in a company is to get a share in the profits in the form of dividends. So if it's a profitable company with a future, you should get paid dividends. There is no need for the company to be sold or for the company to go public to get a good return on your investment.
This should be your basic approach. Is this a good investment? Is the company profitable? What will the dividend payments be on my shares?
As it's a developing software company, the plan is probably not to pay dividends but to reinvest the profits in the growth of the company. Or they may use the profits to repay the debt.
As a minority shareholder in a private company, you are in a very weak position. You can go to the AGM, the decisions will probably have already been made about dividend policy etc.
If you need to sell your shares, you probably won't be able to.
If the company is sold on, you will get the same price for your shares as everyone else.
If the company is floated, it is likely that you will be able to sell your shares in the market or at flotation.
If it's a significant amount of money, you may need to pay for professional advice.
Is this offer being made to you individually or to a group of employees?