Someone Wants to Buy My Business: What Should I Do First?

Treat an unsolicited approach as the start of a qualification process, not proof of your company's value or a reason to stop running it. A serious buyer should be willing to explain who they are, why they are interested and how an acquisition could be funded.

Start with the UK selling guide to understand the sequence. You do not need to accept the buyer's timetable simply because they contacted you first.

First establish who is approaching you

Ask for the buyer's legal identity, decision-makers, ownership and rationale. Establish whether you are speaking to a principal, an adviser with a mandate or an intermediary looking to introduce you elsewhere.

Ask what they want to buy: all shares, a minority stake, selected assets or a customer book. Request examples of relevant completed acquisitions and distinguish them from announcements or abandoned discussions. A professional-looking email is not evidence of funds.

Protect information before discussing the detail

An initial conversation can establish broad fit without disclosing customer names, pricing or sensitive staff information. Use staged disclosure, appropriate confidentiality terms and adviser support for competitively sensitive material.

Do not send the entire data room to an unknown buyer. Record what was shared and maintain one consistent financial pack. The due diligence checklist helps distinguish preparation from disclosure.

Ask what the offer actually values

An early number may be an enterprise value, equity value, cash-free debt-free price or maximum consideration including conditions. Ask for the basis in writing.

Clarify debt, cash, working capital, deferred payments, earn-outs, retained equity, completion conditions and your post-sale role. Use how much is my business worth? to build your own range before anchoring on theirs.

Five questions for the buyer

1. Why this business, and why now?
2. What exactly do you propose to acquire?
3. What is the price basis and payment schedule?
4. Which funds are committed and which require approval or financing?
5. What diligence, conditions and timetable do you expect?

A refusal to provide a final price before seeing information is not itself suspicious. An insistence on exclusivity before explaining identity, funding or the offer basis is a reason to slow down and seek advice.

Do not confuse interest with an executable offer

Funding can depend on lenders, investment committees, external equity or further diligence. Ask what is committed and what remains conditional. A letter showing cash somewhere in a group does not necessarily make the acquisition vehicle creditworthy.

Consider the cost of the process if the buyer withdraws. Keep trading performance, staff confidence and alternative routes intact. Avoid planning your personal finances around an indicative headline.

Compare cash, conditional money and your continuing role

A buyer may offer more if you stay, roll equity or accept an earn-out. That may fit your goals, but it is not the same as a clean exit.

Read the payment-structure comparison. Model fixed and contingent proceeds separately and check what authority you retain over any result that determines payment.

Should you approach other buyers?

That depends on confidentiality, timing, market appetite and your negotiating position. A controlled comparison can test the offer, but indiscriminate outreach can damage discretion and consume time.

An independent adviser may help identify credible alternatives and run the process. Use the broker-selection guide to assess scope, fees and conflicts. Do not sign an engagement solely because someone promises a higher valuation.

What the deal archive shows

The Market Rocket management acquisition announcement identifies a named buyer route but is not proof that every approach from management becomes a completed deal. Our snapshot marked it as an announced transaction and did not contain a populated price field.

Check original announcements, status and consideration before using another transaction in negotiation. An unrelated headline price cannot validate your offer.

Before granting exclusivity

Have your solicitor review the heads of terms, especially which parts bind. Set milestones for funding evidence, diligence and document negotiation. Clarify the period, termination rights and expected access.

You should know the price basis, major conditions, payment structure and principal areas of uncertainty before taking alternatives off the table. Exclusivity can be useful, but it should support an agreed process rather than substitute for buyer qualification.

Your immediate action list

• Keep the initial response factual and non-committal.
• Verify identity, mandate and rationale.
• Establish your own indicative valuation and exit objectives.
• Stage disclosure with appropriate protections.
• Compare payment terms and funding conditions.
• Obtain transaction-specific advice before signing heads or exclusivity.

Return to the selling guide and exit-strategy guide if the approach reveals that you are not ready yet. Buyer interest can be useful information without becoming your deadline.

FAQs

Should I tell a buyer my asking price straight away?

Understand the buyer's rationale and the proposed transaction first. Establish your own valuation case and objectives before negotiating around a single number.

Should I sign an NDA?

Appropriate confidentiality terms can support staged disclosure, but they do not make every disclosure safe. Have an adviser review the terms and control what is released.

Does an unsolicited offer mean my business is ready to sell?

No. It shows someone is interested. Financial evidence, management transferability, legal readiness and shareholder objectives still determine whether a viable transaction is possible.