An acquirer emailed you this week, or a corporate development associate called, and there may already be a number on the table. The approach feels flattering and destabilizing at the same time. Windsor Drake advises founder-led technology companies through this exact moment, and the decisions made in the first 30 days shape most of the final outcome.
What does an unsolicited offer actually mean?
An unsolicited offer is hard evidence that your company is sellable at a price someone has already modeled. Serial acquirers and private equity firms do not spend sourcing hours on businesses they consider unbuyable, so the approach confirms real demand before you have marketed anything.
The offer is also an opening position priced against zero competition. The acquirer chose the timing and the anchor number, and both choices were made to favor the acquirer. Windsor Drake calls the resulting gap The Proprietary Discount, 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’s published fee research puts that gap at 15 to 25 percent of enterprise value, which on a $20 million business is $3 million to $5 million. The acquirer’s outbound sourcing budget exists to capture that spread.
How should I reply to the first email?
Reply within two to five business days in a tone that is cordial and non-committal. A short delay signals composure, and a warm reply keeps the option open without granting the acquirer momentum.
A workable script: "Thanks for reaching out. We are not running a process and the company is not for sale, but I am always open to a short conversation about how you think about businesses like ours."
That reply concedes nothing and creates no obligation. It also tells the acquirer that any next step has to be earned.
What should I never do in the first conversations?
Five mistakes in the first two weeks cause most of the value destruction Windsor Drake sees in bilateral deals.
Do not name a number. The first number a founder speaks becomes the ceiling of the negotiation, and a low anchor is nearly impossible to recover in a one-buyer conversation.
Do not agree to exclusivity in any form. Exclusivity is the single most valuable concession you hold, and acquirers will ask for it casually, sometimes inside the first call.
Do not send financials before a signed NDA. Revenue detail and customer concentration data are negotiating assets, and an acquirer can use both against you months later.
Do not promise the acquirer you will stay unadvised. A buyer who asks you to skip an advisor is protecting the buyer’s entry price. Windsor Drake covers this pattern in detail on the buyer told you not to hire a banker.
Do not let the acquirer meet your team. Early team meetings create leak risk inside your company and give the acquirer a free read on key-person dependency.
How do I find out whether this buyer is real?
Qualify the buyer before any substantive conversation, because a meaningful share of inbound approaches come from parties with no committed capital.
Ask where the money comes from. A private equity fund with committed capital closes differently from a search fund or an independent sponsor that must raise financing deal by deal.
Ask how many acquisitions the firm has closed in the past 24 months, and ask for the names. A buyer who has closed nothing recently is practicing on you. Then ask to speak with a founder the firm has already acquired, because serial acquirers expect the request and hesitation is itself an answer.
The answers also tell you what kind of counterparty you face, and the distinction matters because strategic buyers and financial buyers pay for different things and structure deals differently.
What are my options, and what does each one do to price?
Four responses cover the full range, and the table below prices each one.
| Response option | Effect on price | Risk | Timeline |
|---|---|---|---|
| Ignore the approach | None. No price discovery occurs, and the acquirer’s interest may return later at a different number. | Low. The main cost is information, because you never learn what the market would pay. | None |
| Engage bilaterally on your own | Lowest expected outcome. The acquirer’s anchor sets the range, and The Proprietary Discount goes uncorrected. | High. Retrade risk is unchecked because no competing bid exists as a backstop. | 3 to 6 months |
| Run a quiet market check | Recovers most of the discount. Contacting 5 to 15 logical buyers under NDA introduces the competition the inbound offer lacked. | Moderate. Confidentiality exposure widens but stays contained by NDAs and sequencing. | 2 to 4 months |
| Run a full process | Highest expected price. Broad competition typically clears 15 to 25 percent above single-bidder outcomes. | Managed. Confidentiality risk is real but process-controlled, and internal workload is highest here. | 6 to 9 months |
The inbound offer does not disappear in the last two options. The original acquirer becomes one bidder among several, which is exactly the position acquirers work to avoid.
When should I engage an advisor?
Engage before you disclose financials and before any conversation about price, because both disclosures are one-way doors. Advisor economics are public: Windsor Drake publishes its full breakdown of M&A advisor fees, where success fees on lower-middle-market deals run 2 to 6 percent of enterprise value against a 15 to 25 percent competitive uplift.
If the conversation advances to paper, do not sign anything the day it arrives. Windsor Drake’s guidance on the letter of intent explains why exclusivity clauses of 30 to 90 days are the buyer’s real objective.
The full playbook for inbound interest, from first email to close, lives on Windsor Drake’s offer received hub.
If you are holding a live inbound offer this week, Windsor Drake’s Approach Response engagement was built for exactly this situation.
Questions founders ask
Should I tell the acquirer my revenue on the first call?
No. Share nothing quantitative before a signed NDA, and share detailed financials only after you have qualified the buyer’s funding and track record. Early disclosure hands the acquirer negotiating material at zero cost.
Does an unsolicited offer mean my company is worth more than the number offered?
Usually, yes. An unsolicited number is an opening position priced against no competition, and competitive processes historically clear 15 to 25 percent above single-bidder negotiations.
How quickly do I need to respond to an unsolicited offer?
Two to five business days is appropriate. Genuine acquirer interest survives a week easily, and any offer that expires in 48 hours was a pressure tactic rather than an offer.
What if the acquirer attaches a deadline to the offer?
Treat short deadlines as manufactured urgency. A buyer who has modeled your business at an attractive return will still want it in two weeks, and a buyer who walks over a reasonable delay was never a reliable closer.
Can I negotiate the deal myself and save the advisor fee?
You can, and the math rarely favors it above roughly $5 million in enterprise value. A 2 to 6 percent success fee is small against the 15 to 25 percent gap between bilateral and competitive outcomes.
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 estimates the gap at 15 to 25 percent of enterprise value.
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/unsolicited-offer/