Unsolicited Offer to Buy My Business: What to Do

If you receive an unsolicited offer to buy your business, treat it as a useful signal, not proof of value. The right response is to protect confidentiality, verify buyer seriousness, understand what the offer really says, and test whether other buyers could offer better price, structure, or certainty.

Lyndon Advisory helps business owners confidentially review unsolicited buyer approaches before they share detailed information, accept exclusivity, or negotiate against a single buyer.

First decision	Why it matters	Seller action
Is the buyer credible?	Many approaches are exploratory or junior-led.	Confirm decision-maker, thesis, funding, and approvals.
What information is being requested?	Early data requests can expose customers, margins, or strategy.	Share high-level information first and require an NDA.
Is the offer comparable?	Headline price can hide earn-outs, escrow, debt, or working-capital adjustments.	Compare price, structure, and closing certainty.
Should you grant exclusivity?	Exclusivity removes competitive tension.	Wait for a credible written offer and alternatives review.

Deal terms matter as much as headline price. SRS Acquiom’s 2026 M&A Deal Terms Study analyzes more than 2,300 private-target acquisitions, valued at US$569 billion, that closed from 2020 through 2025. The U.S. DOJ and FTC 2023 Merger Guidelines also show why buyer identity can matter when a transaction may affect competition. For public-company or share-based approaches, the SEC’s investor glossary on tender offers explains that tender offers are regulated and depend on deal facts. Private company owners do not need to solve every legal issue on day one, but they should avoid casual information sharing.

Why Buyers Make Unsolicited Offers

Buyers approach owners directly because it can give them an advantage. They may hope to engage before an advisor creates competition, before the owner understands valuation, or before other buyers hear the company might be available.

Common buyer motives include:

• Strategic expansion: buying your company is faster than building a new market, product, license, or customer base.
• Private equity thesis: a fund wants your company as a platform, bolt-on, recapitalisation, or minority investment.
• Succession signal: the buyer believes the owner may be ready to retire or reduce involvement.
• Sector consolidation: the market is rolling up and the buyer wants to move before competitors.
• Opportunistic testing: the buyer is mapping the market and wants to know whether you are open.

None of these motives automatically make the offer bad. They do mean you should understand the buyer’s incentive before reacting.

What Not to Do First

Do not send detailed monthly accounts, customer names, pricing, gross margin, supplier terms, employee compensation, or pipeline reports in the first exchange. If the buyer is a competitor, the information risk is higher.

Do not negotiate price before you know what the proposed price includes. An offer can sound attractive but shift value through earn-outs, escrow, seller financing, rollover equity, working-capital adjustments, indemnity caps, or closing conditions.

Do not agree to exclusivity because the buyer says it needs focus. Exclusivity may be appropriate later, but usually only after a written LOI, a credible valuation range, a diligence plan, and a view on other buyers. If the buyer is already pressing for a no-shop period, read Buyer Asked for Exclusivity: Should You Sign an LOI?.

Questions to Ask the Buyer

Ask practical questions before disclosing more:

1. Who is the actual decision-maker?
2. Why is the buyer interested in this business specifically?
3. Has the buyer completed similar acquisitions?
4. Is the buyer strategic, private equity, family office, search fund, or intermediary?
5. What funding is available?
6. What approvals are needed before signing?
7. What information is required before an indication of value?
8. Are they asking for exclusivity before making a written offer?

A serious buyer can answer these directly. A vague buyer may still become serious, but should not receive sensitive information early.

Understand the Offer Before Comparing Price

Headline enterprise value is only one part of a sale outcome.

Term	Seller question
Cash at close	How much is paid at completion versus deferred?
Earn-out	Is part of the price dependent on future performance?
Rollover equity	Are you being asked to reinvest into the buyer or new holding company?
Working capital	Could a completion adjustment reduce proceeds?
Escrow or holdback	How much is retained after closing and for how long?
Conditions	Does the buyer still need financing, board approval, regulatory approval, or customer consents?

An offer with a lower headline price but clean cash terms may be better than a higher headline price with uncertain earn-outs and aggressive conditions. The comparison should be economic and legal, not emotional.

Compare the Buyer Against the Market

One buyer is not the market. A proper buyer universe may include:

• direct strategic buyers;
• adjacent strategic buyers with fewer information risks;
• private equity firms with relevant portfolio companies;
• family offices seeking founder-owned businesses;
• search funds or independent sponsors;
• management-backed buyers;
• overseas buyers seeking an Asia Pacific entry point.

If the unsolicited buyer is clearly the only logical acquirer, a bilateral path may make sense. If multiple buyers could have a thesis, a limited market check or structured sell-side process can create leverage while protecting confidentiality.

“An unsolicited offer is useful because it reveals buyer interest. The danger is letting one buyer define value, timing, and information access. Sellers should use the approach as a reason to get organised, not as a reason to negotiate blind.”

— Daniel Bae, Founder & CEO, Lyndon Advisory, former M&A advisor with over US$30 billion in transaction experience.

When to Ask for Help

Ask for independent advice before signing the buyer’s NDA, sending detailed financials, discussing valuation, granting exclusivity, or letting the buyer speak directly with managers, customers, or lenders.

If you have received an unsolicited offer to buy your business, submit a confidential valuation inquiry. Lyndon Advisory can review the approach, assess buyer seriousness, benchmark likely valuation, and help decide whether the next step should be bilateral negotiation, limited market check, or a structured process.

Related Reading

• How to Sell a Business
• Private Equity Approached My Company
• Competitor Wants to Buy My Business
• Business Partner Wants to Sell
• Sell-Side M&A Process
• How to Build a Buyer List in M&A
• M&A Advisory Fees
• Letter of Intent
• Non-Disclosure Agreement
• Earnout