Unsolicited offer for your company: how to respond [2026]

An unsolicited offer should not be accepted or rejected before you know who is buying, what is included, what would actually be paid and subject to which conditions. It may be negotiated bilaterally, tested against a limited set of alternatives or turned into a broader process. The right route depends on proposal quality, confidentiality, time and the owner’s alternatives.

First response: request precision without committing

An initial response can acknowledge receipt and request a written proposal without accepting price, exclusivity or timetable. Identify the purchasing entity, ultimate owner, authorised representative, funding source and transaction rationale.

The word “offer” does not by itself determine whether an obligation exists. The Spanish Civil Code connects contract formation with consent, object and cause, and with offer and acceptance. Wording, intention and circumstances should be reviewed before replying “accepted”, including by email.

Ten items a useful proposal should contain

1. Buyer, acquisition vehicle and ultimate owner.
2. Shares or assets included in scope.
3. Enterprise value and the proposed bridge to equity value.
4. Cash at closing, deferred consideration, earn-out, rollover or shares.
5. Treatment of debt, cash and working capital.
6. Available funding and internal approvals.
7. Requested due diligence and withdrawal conditions.
8. Regulatory approvals and third-party consents.
9. Service, employment, non-compete and warranty requirements.
10. Exclusivity, timetable and expiry date.

A number without these terms cannot be compared with the cash the seller will receive. The guide explaining why a valuation is not the sale price separates enterprise value, equity value and proceeds.

Signals that need clarification

Signal	Question to ask
Price “up to” an amount	What is fixed and what conditions trigger the balance?
No debt-and-cash bridge	Is the figure enterprise value or equity value?
Newly formed acquisition SPV	Who provides funds and guarantees obligations?
Financing outstanding	Which approvals remain and who bears the risk?
Immediate exclusivity	Which terms are agreed, what milestones apply and when does it end?
Extensive diligence before a proposal	What is needed to give an indication of value?

Bilateral negotiation or market check?

There is no obligation to run an auction and no guarantee that doing so increases price. Bilateral negotiation may protect confidentiality and speed where the proposal is strong, the buyer is hard to replace and value references exist. A limited market check may involve two or three selected alternatives. A wider process may fit where several natural buyers exist and leak risk is acceptable.

The decision should compare expected value, closing probability, time, management distraction and potential disclosure harm. The company-sale decision guide places this choice within the full process.

Information: proposal first, gradual access second

Before identity or sensitive information is shared, there should be a clear purpose and a suitable NDA. The first exchange can use aggregated data. Spain’s Trade Secrets Act requires reasonable measures to keep information secret; unclassified, unlogged disclosure weakens prevention.

If the interested party is a competitor, competitively sensitive information needs extra controls. The guide on approaches from a competitor covers that specific case.

LOI and exclusivity

A letter of intent should clarify price and adjustments, scope, consideration, financing, diligence, conditions, governance, service commitments, timetable and binding sections. The label LOI or “non-binding” does not replace reading each clause.

Exclusivity may be justified where the buyer has specified terms, demonstrated capacity and committed to milestones. There is no universal period: it should match the remaining work, expire automatically and state what happens if the buyer misses the timetable.

Checks before signing

A transaction may need merger clearance if it reaches the relevant thresholds. Spain’s CNMC explains prior merger control. A foreign investor or sensitive sector may require analysis under Spain’s foreign-investment screening regime. Sector approvals, contractual consents and corporate approvals may also apply.

Four possible decisions

• Reject: where identity, capacity or minimum fit cannot be established.
• Request improvement: where interest is real but value or terms are insufficient.
• Negotiate bilaterally: where confidentiality, uniqueness and certainty outweigh opening alternatives.
• Test the market: where plausible buyers exist and comparison justifies cost, time and exposure.

The unexpected offer is information, not an independent valuation or an obligation to sell. Decide using comparable terms and the shareholder’s personal and business objectives.

Sources consulted

• Spanish Official Gazette: Civil Code, contract requirements and consent.
• Spanish Official Gazette: Trade Secrets Act 1/2019.
• CNMC: merger control.
• Spanish Ministry of Economy: foreign-investment screening.