In family-owned businesses, decision-making can often happen quickly and informally. The owner might make a call on a significant investment in the time it takes to walk from the front office to the production floor. A key promotion may be decided on over lunch. Important issues are discussed not only in conference rooms but at […]
All Articles
You’ve Just Received a Compelling Offer to Buy Your Business: Now What?
By
Don Woodard III
As a business owner, selling your company has likely never been part of your plan, at least not at this point. Then, out of the blue, a buyer appears and makes a compelling offer to purchase your business. Maybe it’s a competitor, a private equity group, or a customer with strategic interest. Regardless, aspects of their proposal are attractive enough to pique your interest. Suddenly, a path you hadn’t seriously considered becomes impossible to ignore.
We’ve seen this story play out countless times. A business owner receives an unexpected offer and finds themselves facing a life-altering decision with little time to prepare. And while it might be tempting to jump straight into the process, your first move after receiving an unsolicited offer can dramatically shape your outcome, both financially and personally.
Below is a practical roadmap to help you evaluate and navigate the situation to achieve the best possible outcome.
1. Be Patient
It’s easy to be flattered by an offer. After all, someone is telling you that your life’s work is valuable. But hasty reactions—whether driven by excitement, fear, or urgency—can cloud judgment.
Before responding substantively to the offer, take the time to process its meaning. Are you being offered fair value? What would selling mean for your family, your employees, and your identity? Are you actually ready to let go?
At this stage, don’t feel pressured to provide financials, enter into exclusivity, or negotiate anything informally. Even a simple conversation can inadvertently tip your hand and reduce your leverage.
2. Understand What’s Really Being Offered
It’s crucial to determine the type of buyer you’re dealing with and their intentions. Is the offer from a strategic acquirer who wants to integrate your operations? Or a financial buyer looking for an investment return?
More importantly: What exactly are they offering?
Is this a non-binding indication of interest or a formal Letter of Intent? Does the headline number include your cash and receivables, or are those excluded? What kind of deal structure is being proposed? Will there be earnouts or rollover equity? How much of the offer will be paid upfront versus contingent on future performance?
Without a complete understanding of these details, comparing the offer to your business’s most accurate full value is nearly impossible.
3. Quietly Assess Your Market Value
Just because someone has made you an offer doesn’t mean you have to accept—or that it’s the best you could do. In fact, some fall short of fair market value precisely because they’re made in a vacuum.
This is where bringing in an experienced M&A advisor can quietly and discreetly add tremendous value. The goal isn’t to blow up the deal. It’s to help you assess whether the offer is truly compelling by comparing it against the broader market and the range of options available to you.
A good advisor will build a valuation range based on your company’s performance, market dynamics, and precedent transactions. They can also help you understand different deal structures and identify what kind of partners might be out there, should you choose to explore alternatives.
Even if you ultimately decide to accept the original offer, this kind of analysis gives you confidence that you’re not leaving anything on the table or pairing your company with the wrong partner.
4. Preserve Optionality—Don’t Rush Into Exclusivity
Buyers often push for exclusivity early in the process. It’s not unusual for an offer to come with the condition that you agree not to talk to anyone else for 60 or 90 days while they conduct diligence.
But locking into exclusivity too early—especially before you understand your alternatives—can put you in a weakened position. You may find yourself negotiating with a single party under pressure, without leverage, and with limited ability to walk away.
Exclusivity should be granted only once you’re confident the deal is the right one, the buyer is serious, and you’ve had a chance to explore your options. Until then, keep your cards close.
5. Don’t Go It Alone—But Be Thoughtful About Who You Involve
It’s natural to rely solely on your accountant, lawyer, or trusted friend for guidance. These individuals often know you and your business well and can serve as valuable sounding boards.
But selling a company—especially to a sophisticated buyer—requires a different level of expertise. Negotiating deal terms, preparing financial materials, handling diligence, and coordinating legal documents can quickly become overwhelming without the right support.
That said, not every advisor is created equal. Be wary of anyone who immediately pushes you to take the company to market or treats the process like a high-pressure sales cycle. The best advisors start by listening—understanding your goals, values, and concerns—and helping you make a well-informed decision on your own timeline.
6. Think Beyond Price
Yes, the number matters. But so does what comes after.
What role, if any, will you have after the sale? How will your employees be treated? Will the company name, culture, and legacy survive? Will the buyer relocate your operations or change your culture?
These aren’t sentimental concerns—they’re strategic ones. A deal that pays more but destroys your company’s identity may not be worth it in the end. The right deal respects both your balance sheet and your legacy.
Final Thought: You Don’t Have to Say Yes to Say “Let’s Talk”
Receiving an offer doesn’t mean you’re obligated to sell. It simply means you’ve attracted interest, and that’s valuable in and of itself.
Use the moment as an opportunity to step back and reflect. Maybe this isn’t the right time. Maybe the buyer isn’t the right fit. Or perhaps this is the start of something worth exploring.
The important thing is to proceed with clarity, not urgency, and with the kind of support that puts you in control.
About Western
Western Commerce Group is a family-owned M&A and strategic advisory firm with a 25-year track record of guiding business owners through complex transitions with discretion and care. Our priority is building enduring relationships so that when the time is right, our clients have a trusted advisor who understands their goals and values their company’s legacy. To date, we have helped 150+ clients throughout North America and completed over $10 billion in transactions.
For more information on how to explore the next step for your business, please visit https://western-companies.com/start-the-process/.