Buyers who source deals directly target companies that are not for sale, because a company not for sale has no other bidders. An unsolicited approach therefore lands most often on founders with no plan to sell. Windsor Drake maps every version of the inbound approach at the offer-received hub.
Does an unsolicited offer change anything if you were not planning to sell?
An unsolicited offer changes your information, not your obligations. You now know a qualified buyer studied your company and priced it worth pursuing. You owe the buyer nothing, including a decision.
Why is not wanting to sell a negotiating advantage?
Genuine indifference is the strongest negotiating stance in M&A, and every seller tries to fake it. A founder who was not planning to sell holds it for free. A founder who is happy to keep running the company cannot be pressured by a deadline or an exploding offer.
Buyers price motivation. A seller who signals need invites a lower bid, while a seller who can credibly walk away forces the buyer to bid against the option of no deal at all. Not planning to sell is walk-away credibility that requires no acting.
What does it mean that a buyer approached you?
An approach means you were screened and selected, not discovered by accident. Serial acquirers run sourcing teams that filter large target universes down to short lists before anyone sends an email, so the outreach in your inbox represents a completed evaluation.
Demand for your company is real and probably not unique. A profile that attracted one acquirer’s outreach fits the acquisition criteria of other buyers, which is why Windsor Drake processes open with a buyer universe of 150 to 300 potential acquirers.
What is the real question an approach forces?
The real question is not whether to sell. The productive question is what would make selling better than continuing.
Answer in concrete terms. Name the enterprise value at which selling beats holding, and name the structure you would accept, starting with the cash percentage at close. Then name the timing, because a strong price at the wrong point in the company’s trajectory is still the wrong deal. A founder holding a written answer evaluates any approach in days instead of months.
What does dismissing the approach outright cost you?
Outright dismissal costs you information. The approach is a free signal of market interest, and deleting the email means you never learn what a qualified buyer would pay for your company. Founders who engage briefly, even while declining, leave with a price data point that sharpens every future decision.
Dismissal also costs option value. A buyer relationship started now, on your terms and at low intensity, prices better in two years than a cold restart after you decide to sell. Windsor Drake covers the mechanics of declining well in what happens if I say no.
| Response posture | What it preserves | What it costs |
|---|---|---|
| Ignore the approach entirely | Time and focus | A free market-price data point and a warm relationship for any future process |
| Decline politely with the door open | Optionality and buyer goodwill | An hour spent drafting a careful reply |
| Engage bilaterally, unprepared | Speed toward a possible deal | Exposure to the full Proprietary Discount of 15 to 25 percent of enterprise value |
| Engage prepared, with representation | Price tension and walk-away credibility | Advisory fees and a 4 to 6 month process alongside the live offer |
Why do unprepared sellers fare worst in bilateral talks?
Unprepared founders who get drawn into one-on-one negotiation absorb the full 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, and the gap runs 15 to 25 percent of enterprise value. Windsor Drake tracks the measurement through The Windsor Drake Proprietary Discount Index.
Prepared non-sellers get the opposite outcome. A founder with clean financials and a documented walk-away number converts an approach into negotiating power instead of being pulled into a proprietary deal on the buyer’s terms.
What should you do in the next 12 to 24 months if you are not selling?
Run the company as if a buyer will examine it in 18 months, because one probably will. Financial hygiene comes first, meaning accrual accounting and monthly reporting that a diligence team can read without translation.
Work customer concentration down while no deal is pending. A single customer carrying an outsized share of revenue reduces price in any future process, and concentration takes years to fix rather than months.
Start an advisor relationship before you need one, because the advisor chosen under deadline pressure is chosen worse than the advisor met with no deal pending. Windsor Drake explains the full path in the sell-side M&A process explained and answers the representation question itself in do I need a banker.
When is refusing to sell clearly the right call?
Refusing is right when the company sits ahead of a growth inflection the market has not priced. A founder 12 months from a product launch that changes the revenue trajectory sells the upside cheap by transacting now.
Refusing is also right when market timing works against you. Selling into a depressed multiple environment with no need for liquidity hands the recovery to the buyer. Either refusal still benefits from a documented walk-away number, because the next approach arrives on the buyer’s schedule, not yours.
Windsor Drake built the Approach Response engagement for founders holding a live inbound offer without a plan to sell, and the engagement serves founders who end up declining as well as founders who transact.
Questions founders ask
Should I respond to an unsolicited offer if I have no interest in selling?
Respond briefly. A short reply preserves the relationship and the information channel while committing you to nothing. Silence forfeits a free data point on your market value.
Does talking to a buyer obligate me to sell?
No. Conversations before a signed letter of intent carry no obligation, and even a signed LOI binds process terms rather than the sale itself. Roughly 1 in 3 signed LOIs fail to close on original terms.
How do I learn what my company is worth without running a full process?
A bilateral conversation yields one buyer’s opening number, which is an anchor rather than a market price. Competitive tension is the only reliable price discovery, and the bilateral gap runs 15 to 25 percent of enterprise value.
What is 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. Windsor Drake publishes the quarterly measurement as The Windsor Drake Proprietary Discount Index.
How long does it take to prepare a company for sale?
Plan 12 to 24 months for financial hygiene and concentration work, then 6 to 10 months for a full process. A process run alongside a live offer compresses to 4 to 6 months.
When should I talk to an advisor if I am not selling?
Before a deal is pending. An advisor relationship started early costs nothing to maintain and removes the worst-case scenario of choosing representation under deadline pressure.
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/not-planning-to-sell/