Capittal's view: I received an unsolicited offer for my company, should I accept it?
An unsolicited offer is flattering, but negotiating with a single buyer almost always leaves money on the table. What to do before you sit down to talk.
Author
Capittal Research
Equipo editorial M&A
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Equipo M&A Capittal
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Updated
07 August 2026
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Quick answer
Capittal's view is that an unsolicited offer for your company should be neither accepted nor rejected on the spot: use it as the starting point to open a competitive process. Negotiating with a single buyer who has chosen you reduces price tension and typically leaves 15% to 30% of value on the table.
Why does an offer arrive if I never put the company up for sale?
Because a buyer —a competitor, a private equity fund or a consolidating group— already had you identified. The buyer who moves first wants to buy cheaply and without competition. That the offer exists is a good signal about your company; that it arrives in isolation is a bad signal about the price.
Should I accept an unsolicited offer?
Not in the moment. Accepting without comparing is like auctioning your company with a single bidder. The first number is almost never the best one: it is the anchor the buyer wants to set before anyone else shows up.
A single buyer vs a competitive process
| Scenario | Negotiating power | Typical price | Risk |
|---|---|---|---|
| You accept the direct offer | Low: the buyer controls the pace | The opening anchor | Selling below market |
| You open a competitive process | High: you have real alternatives | The best offer in the market | Lower |
What do I do before responding?
Five steps before you sit down to negotiate:
- Commission an independent valuation to learn your real range.
- Sign an NDA before handing over any data.
- Do not share sensitive information (clients, margins) in the first contact.
- Talk to an M&A adviser before committing anything in writing.
- Decide whether to test the market with two or three more buyers.
And if the buyer asks for exclusivity already?
Early exclusivity is the tool a buyer uses to shut the door on competition. Grant it only after a letter of intent (LOI) with firm price and terms, and always for a short, defined period.
Capittal recommends
Turn the offer into an opportunity: value the company independently, protect information with an NDA and test that interest against two or three more buyers before negotiating in earnest. At Capittal, with 8 offices in Spain and direct partner attention, we run that process confidentially.
Frequently asked questions
Common questions on this topic.
Is receiving an unsolicited offer a good sign?+
Yes about your company, no about the price. It means real interest, but a single buyer always negotiates downward.
How much value can I lose by accepting the first offer?+
In mid-market deals, between 15% and 30% versus a process with several buyers competing.
Can I talk to the buyer without committing?+
Yes, always under an NDA and without handing over sensitive information until you have your own valuation.
Should I grant exclusivity if asked?+
Only after an LOI with firm price and terms, and for a short, defined period.
