Why a buyer contacted you before you were ready
An unsolicited approach usually begins with the buyer’s thesis, not a completed valuation.
An unsolicited offer can feel unusually specific: a buyer knows your company, likes the market, and wants to move quickly. The attention may be genuine, but the buyer often has a process advantage: it chose the timing, developed the thesis, and framed the opening terms before the owner prepared a response.
Many private equity firms and corporate acquirers maintain sector theses and systematic sourcing programs. They may contact dozens of owners to identify a platform, an add-on, or a capability they cannot build efficiently. Early numbers are often based on limited information and remain subject to diligence, financing, working-capital mechanics, and documentation.
The buyer also has a process objective. A bilateral conversation may allow it to avoid competition and seek exclusivity before the owner has tested the market. That does not make the approach improper. It means the owner should understand what the buyer is trying to accomplish.
Before discussing price in detail, ask whether the company would be a platform or add-on, who controls the capital, what approvals remain, how the buyer arrived at its range, and which conditions could change it. Avoid sharing sensitive information before confidentiality protections and a staged disclosure plan are in place. Most importantly, decide whether to negotiate bilaterally or use the interest to evaluate a broader buyer universe.
An unsolicited offer is useful information. It is not, by itself, evidence of fair market value.