Do this, in order: thank them and stay non-committal, do not send financials or customer data, get your own independent valuation so you know your number, require a signed NDA before any details move, ask what is behind their interest and how they would fund it, and only then decide whether to engage. The biggest mistake is handing over your numbers to be anchored or mined.
The steps
- Acknowledge without committing and give no price signal.
- Share nothing sensitive until protected.
- Get an independent valuation so you know your number.
- Require a signed NDA before any details move.
- Qualify the buyer: motivation, track record, funding.
- Decide how to engage once you understand value and buyer.
Why the order matters
Every step protects something the next one needs. Not signaling eagerness protects your leverage. Withholding data protects you from being mined. Getting a valuation protects you from being anchored to a lowball number. The NDA protects your confidential information. Qualifying the buyer protects your time and your confidentiality from tire-kickers and competitors fishing for intelligence. Skip a step and you give away the advantage of having been approached, which is one of the strongest positions a seller can be in.
If the buyer is a competitor
Treat a competitor's unsolicited approach with extra caution. Some approaches are genuine; others are intelligence-gathering dressed as an offer. Keep the NDA tight, stage disclosure carefully, and share operational specifics only when the deal is real and advancing. If the interest is genuine, a strategic competitor can be an excellent buyer; if it is not, you have given away nothing.
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Frequently asked questions
Should I tell an unsolicited buyer my price first?
No. Get your own independent valuation first, and let the buyer put their number forward. Naming a price first anchors the negotiation, often below what the business is worth, and signals how eager you are to sell.
Should I send financials to an unsolicited buyer?
Not until a mutual NDA is signed and you have qualified the buyer. Sending statements, customer lists, or contracts early, especially to a competitor, exposes you with no protection if the deal never happens.
Is an unsolicited offer usually a good deal?
It can be, because a motivated, specific buyer sometimes pays a premium. But the first number is rarely the best number, and unsolicited buyers count on you being flattered and unprepared. Get a valuation and qualify them before deciding.
Do I need an advisor for an unsolicited offer?
Not always, but it helps to have someone who has done deals review the offer and the buyer. At minimum, get an independent valuation and a transaction attorney before you sign anything, including a letter of intent.
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