What should I do first if someone wants to buy my business?

The first step is to do nothing hasty. Listen to the approach, take notes, and say you will consider it — but do not negotiate terms, sign anything, or grant exclusivity in an initial conversation. Your next step is to get independent advice from an M&A advisor or legal counsel before responding substantively. An unsolicited approach is leverage — it signals that qualified buyers exist, and it gives you the opportunity to run a controlled process with multiple bidders rather than a bilateral negotiation with one.

How do I know if an unsolicited acquisition offer is genuine?

Genuine acquirers will follow a credible process: signing a non-disclosure agreement, submitting a written indication of interest (IOI) or letter of intent (LOI) with valuation parameters, and engaging their own legal and financial advisors. Red flags include: requests for detailed financial information before signing an NDA, pressure to commit to exclusivity quickly, vague valuation framing ('we would pay something in the range of'), or approaches from intermediaries claiming to represent an unnamed buyer. A real buyer is not in a hurry to skip process steps.

Should I negotiate with just one buyer who approached me?

Rarely. Negotiating with a single inbound buyer is the highest-risk path in business M&A. The buyer knows they are the only party involved, which systematically weakens your negotiating position on every term — price, structure, representations, earn-out, transition period, and more. An unsolicited approach is most valuable when you use it as the trigger to run a controlled confidential process with multiple qualified buyers, creating competitive tension. This is how you maximise value from inbound interest.

Do I need an advisor to respond to an unsolicited offer?

For any transaction above AU$2–3M, yes. An experienced M&A advisor protects you from process mistakes that are difficult to recover from: signing a confidentiality agreement with improper scope, agreeing to exclusivity before you are ready, providing financial information without appropriate protections, or negotiating directly with an experienced corporate development team without equivalent expertise on your side.

How do I keep a sale process confidential from my staff and clients?

Confidentiality requires active management, not just an NDA. Keep the internal circle to founders and essential financial staff only. Use a blind teaser (describes your business without naming it) in the initial buyer outreach. Require NDAs before revealing the company name or client list. Avoid letting staff see data room activity. Use a professional intermediary to manage all buyer communication, so your identity is not exposed before you control the narrative. Amafi's confidential matching marketplace connects business owners with qualified buyers privately, with information release fully under the owner's control.

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What to Do When Someone Wants to Buy Your Business

An unsolicited offer to buy your business is just the start — how to evaluate it, protect confidentiality, and use it to run the best possible process.

Published July 21, 2026By Daniel Bae

An unsolicited approach to buy your business is one of the most consequential moments in a founder’s professional life — and one of the easiest to mishandle.

Most business owners receive their first acquisition inquiry without any preparation. The natural response is to either dismiss it (“I’m not selling”) or get excited and start negotiating. Both reactions leave significant value on the table.

The right response is neither. It is to recognise the approach as an opening position in a transaction that has not yet started — and to use it to run the best possible process.

Amafi is a confidential AI M&A marketplace for business owners. If you have received inbound interest, the right move is to match that offer against a broader pool of qualified buyers before committing to anyone. See who else would buy your business →

Why Unsolicited Approaches Happen

Buyers approach businesses directly for four main reasons:

Pre-emptive acquisition — the buyer wants to acquire you before you engage an advisor, before you have multiple offers, and before you know what your business is worth. The logic is straightforward: if they can create a bilateral negotiation before you know your alternatives, they are likely to buy at a lower price.

Relationship leverage — the buyer has an existing commercial relationship (customer, supplier, joint venture partner) and knows enough about your business to make a credible approach. This feels less predatory than a cold approach but carries the same structural dynamic: they know your business better than you know your alternatives.

Investment thesis execution — a PE firm or corporate development team has mapped your sector and identified your business as a target. The unsolicited approach is their opening move; they have typically researched comparables, modelled a range of outcomes, and established a target entry price before reaching out.

Defensive consolidation — the buyer is concerned about a competitor acquiring you first and is moving proactively to take you off the market.

In all four cases, the buyer has thought about this transaction more than you have — and they have done it before. The correct response is to level the information asymmetry before responding substantively.

What NOT to Do in the First 30 Days

Do Not Negotiate Immediately

The buyer’s goal in an initial approach is to create commitment before you know your alternatives. They want you to:

Agree to exclusivity (formally or informally)
Share detailed financial information without NDA protection
Anchor your expectations to their opening framing
Feel grateful that someone wants to buy your business

None of these benefit you. Do not negotiate price, structure, or deal terms until you have independent advice and a clear view of alternative buyers.

Do Not Grant Exclusivity Without a Process

An exclusivity period (typically 4–8 weeks for due diligence and legal negotiation) is appropriate and expected — but only after you have run a competitive process and selected a preferred bidder. Agreeing to exclusivity in an initial approach forfeits your ability to create competitive tension, which is your primary source of leverage.

Before providing any financial information — revenue, EBITDA, customer data, growth rates — require the buyer to sign a proper NDA (Non-Disclosure Agreement). A well-drafted NDA limits the buyer’s ability to use your confidential information competitively if the process does not proceed. Get legal counsel to review any NDA before signing.

Do Not Let It Leak to Staff or Clients

An unsolicited approach that becomes known internally can trigger the very disruptions you most want to avoid: key staff pre-emptively looking for new roles, customers reassessing their supplier relationships, and competitors exploiting the uncertainty. The internal circle at this stage should be you and, at most, one trusted financial officer.

What to Do Instead: A Step-by-Step Response

Step 1: Acknowledge, But Do Not Commit (Days 1–7)

Respond to the approach professionally and positively, but without any substantive commitment. Something like: “Thank you for your interest. I am open to exploring this. Let me take some time to consider the right way to approach a conversation.”

This keeps the door open, signals professionalism, and buys you time to get advice. It does not commit you to a bilateral process.

Step 2: Get Independent Advice (Days 7–21)

Engage an M&A advisor or legal counsel with transactional experience before responding substantively to the buyer. They will help you:

Assess whether the approach is genuine
Understand the rough market value of your business
Evaluate the buyer’s likely motivations and negotiating style
Decide whether to proceed with this buyer alone or run a competitive process
Structure your response to preserve maximum optionality

Trying to handle this yourself against an experienced corporate development team is like defending yourself in a court case against a specialist barrister. The information and experience asymmetry is real, and it costs you more than the advisor fee.

Step 3: Assess the Buyer’s Genuineness

A genuine buyer will follow a credible process. Test their seriousness by asking for:

A signed NDA before you share any financial information
A written indication of interest (IOI) or letter of intent (LOI) with a valuation range
Identification of their legal and financial advisors

Buyers who resist any of these steps — who push for financial data before signing an NDA, or who want to move to exclusivity without an LOI — are either not genuinely serious or are trying to skip process steps that protect you. Both outcomes warrant caution.

Step 4: Understand Your Market Value Before Engaging

Before responding substantively, form a view on what your business is worth to multiple types of buyers. Your inbound buyer’s opening offer (or IOI range) is a single data point — not a market price. Market price is established by competition.

Key inputs for a rough valuation:

3-year EBITDA (normalised for owner benefits and one-off items)
Industry valuation multiples (sector-specific; see M&A valuation guide)
Your competitive position within the sector
Growth trajectory and recurring revenue proportion

The gap between a single-buyer negotiated price and a competitive process price is typically 10–30% on EBITDA multiple, and sometimes more when the strategic or PE buyer universe is broad. Understanding this before you begin is critical.

Step 5: Decide: Bilateral or Competitive Process

You have two paths once you have independent advice:

Option A: Bilateral negotiation — engage exclusively with the inbound buyer. This is simpler and faster, but systematically disadvantages you. Appropriate only if: you have a strong personal relationship with the buyer, the offer is already at or above your best alternative estimate, you have a specific strategic reason to sell to this particular party, or time and confidentiality constraints make a competitive process impractical.

Option B: Competitive process — use the inbound interest as confirmation that buyers exist, and run a controlled confidential process to identify the best offer from the full buyer universe. This takes longer (4–12 months vs. 2–6 months for bilateral) but consistently produces higher prices, better terms, and more optionality on structure, earn-out, and transition.

In most cases, Option B is the right answer. The data on bilateral vs. competitive processes is clear: PwC’s M&A research consistently shows that sellers who run competitive processes achieve meaningfully higher multiples than those who negotiate with a single buyer.

Running a Competitive Process After Inbound Interest

If you decide to run a competitive process, the inbound approach becomes your starting point — not the ending point.

Mapping the Buyer Universe

Your inbound buyer is one buyer type. The full universe for most businesses includes:

Strategic buyers (companies in adjacent sectors or geographies who would pay a strategic premium)
Private equity (financial buyers who look at EBITDA multiples and growth potential)
Family offices (patient capital that often pays clean prices without complicated earn-outs)
Management buy-out teams (if management depth exists)

Depending on the sector and deal size, there may be 20–100 qualified buyers you have never heard of. Finding them — and presenting your business to them confidentially — is the core function of an M&A advisor or AI matching marketplace.

Maintaining Leverage With the Inbound Buyer

You do not need to tell the inbound buyer you are running a competitive process. You can simply say you are “considering your options and taking appropriate time to evaluate the right path forward.” This is true, professional, and preserves your position.

If the inbound buyer pushes for exclusivity or a fast decision, that pressure itself is useful information: they are motivated and concerned about competition. Resist the pressure. Committed buyers wait; opportunistic buyers often do not — and that distinction becomes clear when you hold the process timeline.

Confidential AI Matching

Amafi’s confidential marketplace lets you match against a broad buyer universe without public listing or broadcasting your identity. The process:

Submit your business profile confidentially
Amafi AI matches you to qualified buyers (strategic, PE, family office) based on your sector, size, and geography
Interested buyers sign NDAs before your business is identified
You control what information is released and when
Lyndon Advisory or a partner advisor closes the transaction

This approach lets you test the market without the commitment of a full intermediated process — and without triggering the confidentiality risks of traditional broker-led marketing.

What Happens in Due Diligence

If you proceed with a buyer (whether inbound or via competitive process), due diligence is the phase where the buyer verifies everything you have represented. Expect:

Financial diligence — 3 years of audited/reviewed accounts, QoE analysis, working capital review
Legal diligence — contracts, IP, employment agreements, corporate structure, litigation history
Commercial diligence — customer references, market position, growth assumptions
Operational diligence — management team depth, key-person dependency, systems and processes
Tax structuring — optimal transaction structure for your jurisdiction

Preparing a well-organised virtual data room before entering diligence significantly accelerates the process and reduces the disruption to your business.

Daniel Bae on Responding to Unsolicited Offers

“An unsolicited offer is the most common trigger for a business sale — but it is also the situation where founders leave the most money on the table. The buyer has prepared. They have a model, a price target, and a negotiating playbook. The founder is responding to a surprise. That information asymmetry is real, and the way to address it is not to negotiate harder — it is to create a process with multiple qualified parties, so the buyer is responding to you rather than the other way around. An inbound offer should be the start of your process, not its conclusion.”

— Daniel Bae, Founder & CEO, Amafi.ai. Previously Citi, Moelis & Company, and ANZ, covering $30B+ in M&A transactions.

When to Accept an Unsolicited Offer Quickly

A competitive process is not always the right answer. Situations where a quick bilateral deal may be appropriate:

The offer significantly exceeds your internal valuation and the terms are clean
You have a strong existing relationship with the buyer and a strategic rationale for this specific party
Your business has a time-sensitive issue (health, a key contract renewal, succession pressure) that makes a prolonged process impractical
The buyer is the only credible acquirer (rare, but possible in niche sectors with a single strategic consolidator)
The offer includes founder exit on favourable terms, and the alternative is a multi-year earn-out under any buyer

Even in these cases, get independent advice before accepting. “Quick” deals that skip normal process protections often have issues that surface after closing.

Types of Buyers in M&A — PE, strategic acquirers, family offices, and search funds: what each buyer type pays and how they structure deals
When to Sell Your Business — 7 financial and personal signals that tell you the timing is right
How to Sell Your Business Confidentially — the confidential sale process from start to close
Selling to a Strategic Acquirer — what corporate buyers look for, synergy premiums, and why confidentiality is critical
Selling Your Business to Private Equity — what PE firms look for, how deals are structured, and how to find the right fund
How Long Does It Take to Sell a Business? — phase-by-phase timeline from preparation to close
How to Find a Buyer for Your Business — three routes to qualified buyers and how AI matching compares
Non-Disclosure Agreement (NDA) — what an NDA covers in M&A and what to check before signing
Letter of Intent (LOI) — what an LOI includes and what it commits each party to
Quality of Earnings — what a QoE report covers and why buyers require it

About the author

Daniel Bae

Founder & CEO, Amafi

Daniel is an investment banker with 15+ years of experience in M&A, having advised on deals worth over US$30 billion. His career spans Citi, Moelis, Nomura, and ANZ across London, Hong Kong, and Sydney. He holds a combined Commerce/Law degree from the University of New South Wales. Daniel founded Amafi to solve the pain points in M&A, enabling bankers to focus on what matters most — delivering trusted advice to clients.

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