I got an unsolicited offer to buy my company. What should I do first?

An unsolicited offer feels like a gift. It is also information about the buyer's timing, not yours. They have a reason for calling this quarter, and your first job is to find out what it is before you say anything that sounds like a price.

Slow down first

Reply warmly and briefly. Thank them, say you are focused on the business, and say you are open to a conversation. Do not send financials. Do not name a number. Do not sound relieved. The faster you show interest, the more of the negotiating position you hand over.

A reply that works: "Thanks for reaching out. We're focused on the business right now, but I'm happy to learn more about what you have in mind. Who else is involved on your side, and what prompted the note?" That is polite, gives away nothing, and makes them explain themselves.

Find out who is actually calling

Corporate development teams send a lot of exploratory notes. Some come with a budget and an executive sponsor. Some are market research. Ask for a call with someone who can make a decision, and ask what prompted the outreach now. The answer tells you how serious it is.

Read the motive

Most inbound interest falls into three buckets:

• A capability gap: they would rather buy than build.
• Customer overlap: your customers are their customers, or they want them to be.
• A roll-up thesis: they are buying several companies like yours and you are one line on a list.

Each one changes what you are worth to them. The first two can justify a strategic premium. The third usually does not. What is a strategic buyer? explains how to tell which one you are dealing with.

Turn one bidder into a market

An offer with no competition is a low offer waiting to happen. Before you go further, write down three to five other logical buyers: competitors, adjacent platforms, larger players in your space. Start warming those relationships now, by talking to people you would talk to anyway. Do not bluff.

If that list looks short, read Why aren't strategic acquirers calling?.

You also want to tell each buyer a different story. Colby McKenzie, an M&A attorney who sold his company to Weedmaps, built a separate acquisition narrative for each of the seven or eight strategic buyers on his shortlist, because each one needed a different internal argument to get the deal approved. Hear how he ran it.

Know when to bring in a banker

If the offer is real and you have never sold a company, get an advisor before you share numbers or sign anything. The point is not to hand off the conversation. It is to structure it so you do not leave money on the table. Do I need a banker? walks through what a process looks like and when it pays for itself.

Mistakes to avoid

• Sharing financials before there is a signed NDA and a confirmed process.
• Naming a number first.
• Granting exclusivity before you have a letter of intent you understand. What is a letter of intent?
• Signing a broad NDA with no non-solicit, so the buyer can hire your people if the deal dies.
• Keeping your board and investors in the dark. They will find out, and surprising them later costs you leverage.
• Treating a "premium" as proof of price. Always ask: a premium to what?

If this is live for you

Run the sequence: find out why now, buy time, build a short list of other buyers, then decide whether to talk numbers. One offer is a price. Three is a market.

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