Should I Respond to an Unsolicited Offer for My Business?
What to do when an offer comes before you’re ready to sell
Getting an unsolicited offer for your business can be flattering.
It can also be disorienting.
You weren’t planning to sell. You haven’t prepared. And now someone’s asking you to consider a future you hadn’t envisioned yet.
So… what do you do?
Understand What’s Actually Happening
When a buyer reaches out unexpectedly, it’s easy to feel like this is a rare opportunity, maybe even your only one. But the truth is, unsolicited offers often come from groups that specialize in acquiring businesses quietly and efficiently, before they face competition.
That doesn’t make the offer bad. But it does mean you need to pause, evaluate your goals, and respond strategically.
You Have Three Options
1. Ignore It
If you’re not interested in selling, it’s okay to politely decline and move on. There is no harm in that.
But even if the timing isn’t right, an inbound offer can serve as a signal. It may be worth asking:
What attracted them to my business?
Is this a one-off or the start of a broader market trend?
Should I be thinking more proactively about long-term succession?
Sometimes, an offer is the nudge you need to start planning early.
2. Engage Directly (with Caution)
Some owners respond directly and enter into early conversations. This can feel productive, but it carries risk.
Don’t share detailed financials too soon. You may be giving away valuable data without meaningful commitment.
Don’t let conversations drift into exclusivity. Even casual talks can lead to verbal exclusivity—limiting your options without a formal agreement.
Don’t treat this as a valuation exercise. If you’re not ready to sell, don’t let someone else’s offer define your worth.
Instead of reacting, take control of the conversation with questions like:
What is your acquisition strategy? Are you buying for growth, efficiency, or as a financial investment?
What other businesses have you acquired? Can they share examples or references?
Are you representing your own capital or acting on behalf of investors? This helps clarify decision-making authority.
What kind of structure are you envisioning: cash, shares, earnout?
What are your expectations around timeline, team involvement, and transition?
How will confidentiality be protected if we move forward?
Asking these kinds of questions isn’t adversarial, it’s professional. It shows you take your business seriously and expect the same from the buyer.
3. Engage an Advisor
Even if you’re not ready to pursue a sale, engaging an M&A advisor early can protect your downside and expand your upside. A good advisor doesn’t just help you negotiate a better deal—they help you understand whether a deal is worth doing at all.
Here’s what a qualified advisor brings to the table:
Context. We benchmark the offer against market comps, industry norms, and buyer trends, so you know whether it’s strong or opportunistic.
Confidentiality management. We protect your data and identity while exploring interests more broadly, without tipping your hand too soon.
Buyer qualification. We screen the buyer, assess credibility, and verify they have the financial means to transact.
Deal strategy. We help you assess structure (e.g. earnouts, working capital terms, holdbacks), not just top-line price.
Process control. We ensure timelines, disclosures, and communication are managed properly so you don’t lose leverage or get rushed into a decision.
Ultimately, our job is to help you understand your options, preserve optionality, and act with clarity.
Final Thought
Receiving an unsolicited offer isn’t a call to action. It’s a call to clarity.
The worst thing you can do is jump without a plan. The second-worst thing you can do is ignore it entirely.
If you’ve received an offer or think you might, it may be time to learn more about how the M&A process actually works.
Or reach out for a confidential conversation. We’re happy to help.