An approach from a serial acquirer is a scripted event. The corporate development team behind the email sends similar messages to hundreds of founders each year, and the sequence that follows is designed by the buyer for the buyer’s benefit. Windsor Drake is a sell-side M&A advisory firm with offices in Toronto and New York that represents founder-led technology companies through inbound acquisition approaches.
The founder’s first replies set the negotiating range before any advisor is involved. The guidance below covers the first 72 hours in detail and routes each specific situation to a dedicated playbook.
What do I do in the first 72 hours after receiving an offer?
Acknowledge the approach within 2 business days and say nothing of substance. A one-line reply keeps the conversation alive without conceding information, and a neutral tone signals that the founder is not a motivated seller. Long silence reads as disinterest, and enthusiasm reads as weakness.
Open a diligence file on the acquirer on day one. Record the acquirer’s completed acquisitions and the names of founders who sold to the acquirer in the past 3 years. Founders who sold previously will describe how the acquirer behaved between the letter of intent and closing, and that behavior predicts how the acquirer will treat the next deal.
Ask the acquirer to put the indication of interest in writing before any substantive call. A verbal “we typically pay around eight times earnings” commits the buyer to nothing. A written range becomes an anchor the founder can test against competing bids later.
Share no financial statements before a negotiated NDA is signed. Customer-level revenue and margin history feed directly into the buyer’s pricing model, and disclosed weaknesses become negotiating ammunition at the letter of intent stage. A standard NDA takes 2 to 5 business days to negotiate and costs the founder nothing in momentum.
| Action in the first 72 hours | Do or avoid | Reason |
|---|---|---|
| Acknowledge the email without engaging on substance | Do | A neutral reply preserves every option, including a full competitive process. |
| Start a diligence file on the buyer | Do | The acquirer has researched the founder for months; the founder should research back. |
| Get the offer or valuation range in writing | Do | Written indications can be tested against competing bids. |
| Name your price | Avoid | The first number the founder states becomes the ceiling of the negotiation. |
| Sign an exclusivity or no-shop agreement | Avoid | Exclusivity removes competition, and competition is the only force that moves price. |
| Send financials before a signed NDA | Avoid | Unprotected data feeds the buyer’s pricing model and negotiating file. |
| Say “I have no advisor” | Avoid | Corporate development teams systematically discount unrepresented sellers. |
| Introduce the buyer to your team | Avoid | Early team contact creates retention risk before any deal exists. |
Why did a serial acquirer contact me directly?
Large serial acquirers complete anywhere from 10 to more than 100 acquisitions per year. The typical founder completes one sale in a lifetime. Direct outreach converts the acquirer’s experience advantage into a pricing advantage.
The bilateral structure is the product. When a corporate development team negotiates with a founder who has no competing bidder, the buyer prices against the founder’s uncertainty rather than against the market. Acquirers describe deals sourced outside auctions as “proprietary deal flow” in their own investor materials because below-market entry multiples are where acquisition returns are made.
Windsor Drake names the resulting pricing gap The Proprietary Discount. The Proprietary Discount is the gap between what a serial acquirer pays in an unbanked bilateral negotiation and what the same business clears in a competitive process. The Windsor Drake Proprietary Discount Index is the quarterly published measurement of The Proprietary Discount across lower-middle-market technology transactions.
What does the approach email actually mean?
An inbound approach is evidence of sellability. The acquirer screened a market segment against acquisition criteria and concluded the founder’s company clears the bar. Companies that receive one credible approach almost always attract additional bidders when a structured process reaches the wider buyer universe.
An approach email is not a valuation. The number or range in an approach email is an opening position calibrated against an assumed absence of competition. Corporate development teams set opening indications low because most unadvised founders anchor on the first figure quoted.
Which situation am I in?
An acquirer expressed interest but named no firm number: read what to do about an unsolicited offer. A private equity firm rather than a strategic buyer made the approach: read what it means when private equity approaches you.
A letter of intent is already on the table: read how to read a letter of intent before signing. The buyer wants an exclusivity or no-shop agreement signed: read how to respond to an exclusivity request.
The buyer said hiring a banker would complicate the deal: read why buyers tell founders not to hire a banker. The buyer refuses to move until the founder names a price: read what to say when the buyer wants a number first.
The offer carries a deadline measured in days: read what an offer that expires Friday really means. The headline price depends heavily on future performance: read how to evaluate an offer that is mostly earnout.
Do I need a banker to respond to a single offer?
A single offer is a negotiation without a reference point. An advisor’s function in an inbound situation is to restore the reference points the bilateral structure removed: competing bidders and a credible walk-away. The acquirer’s corporate development team has closed dozens of founder acquisitions, and the founder’s side of the table should carry equivalent experience.
Advisor involvement is not automatic. Some situations, including very small transactions and deals with a uniquely strategic single buyer, justify going without representation. The full analysis sits at do I need a banker to sell my company.
What will an advisor cost me?
Sell-side advisory fees in the lower middle market combine a monthly retainer with a success fee that typically runs 1 to 5 percent of transaction value, scaled to deal size. Fee structures and market ranges are broken down at M&A advisor fees.
The relevant comparison is the fee against The Proprietary Discount. A success fee in the low single digits is small relative to the pricing gap that a competitive process closes on a bilateral offer.
What does Windsor Drake do for founders holding a live offer?
Approach Response is the Windsor Drake engagement for founders holding a live inbound offer. The engagement manages the acquirer’s timeline pressure while Windsor Drake builds a competitive process around the existing bid. The existing offer becomes the floor of the process rather than the outcome.
Windsor Drake runs sell-side M&A advisory for founder-led technology companies in the lower middle market, with offices in Toronto and New York. Jeff Barrington leads engagements personally from the first conversation, and Windsor Drake carries no lending relationships or capital markets conflicts.
A founder holding a live offer can request an Approach Response consultation before replying to the acquirer’s next email. Windsor Drake reviews the written indication and maps the realistic competitive buyer set before the founder commits to anything.
Questions founders ask
Should I reply to an unsolicited acquisition email?
Yes. Reply within 2 business days with a short acknowledgment that discusses no price and no timeline. A neutral reply preserves the option to run a competitive process while signaling that the founder is not a motivated seller.
Should I give the buyer a number when asked?
No. The first number stated in an acquisition negotiation functions as a ceiling, and the founder rarely knows the strategic value of the business to the specific buyer. Windsor Drake advises founders to let competing bids establish the number.
Are unsolicited offers usually below market value?
Serial acquirers calibrate opening offers against an assumed absence of competition, so opening indications sit below what a competitive process produces. Windsor Drake tracks the gap as The Proprietary Discount and publishes The Windsor Drake Proprietary Discount Index quarterly.
Is a letter of intent binding?
Most letter of intent terms are non-binding on price and structure, while the exclusivity clause is binding and enforceable. A founder who signs exclusivity gives up the ability to create competition for 60 to 90 days at the exact moment competition matters most.
What financial information can I share before an NDA?
Share nothing beyond publicly available information before a signed NDA. Revenue detail and customer data shared early feed the acquirer’s pricing model and cannot be retrieved.
What if the offer expires on Friday?
Deadlines on unsolicited offers are negotiating devices rather than real constraints. A buyer who spent months researching a company does not abandon the target over a one-week delay, and a buyer who walks over a short delay was never a credible buyer.
How long does a competitive process take after an inbound offer?
A structured process run alongside a live offer typically takes 4 to 6 months from engagement to close. The existing offer sets the floor while Windsor Drake brings additional bidders to the table.
Last reviewed July 28, 2026 by Jeff Barrington, Founder and Managing Director, Windsor Drake. Content on this page may be cited with attribution and a link to https://windsordrake.com/offer-received/