Path 1
Negotiate with this buyer
If the buyer is the right home, we help you improve the terms one-to-one: more cash at close, tighter adjustments, shorter exclusivity.
- Fastest route
- Keeps the relationship warm
- Uses market evidence as leverage
Unsolicited offer advisory
You have an offer.
Before you sign anything, find out what it is really worth.
A competitor, a strategic buyer or a private equity firm has approached you with an offer or a letter of intent. That is good news. It means your business is worth pursuing. The next 72 hours decide whether you negotiate from strength or sign away your leverage.
- The window that sets your leverage
- 72 h
- The window that sets your leverage
- We act for you, never the buyer
- 1 side
- We act for you, never the buyer
- Upfront fees for the review
- 0
- Upfront fees for the review
LOI review desk
Confidential
- Offer received and loggedHour 0
- Headline price vs cash at closeHour 12
- Exclusivity and break termsHour 24
- Working capital and earn-out termsHour 36
- Comparable buyer appetite checkHour 48
- Your options, in writingHour 72
Every review is under NDA. The buyer is never told you have taken advice unless you choose to tell them.
Why this moment matters
An approach is a signal. Not a deadline.
Buyers rarely approach one business by accident. An unsolicited offer usually means a buyer has already done its homework, sees strategic value in what you have built, and would prefer to agree terms before anyone else sees the opportunity. That is exactly why the first offer is rarely the best one available. Taking a short, structured pause to understand what is on the table is normal, expected and professional.
- An approach confirms there is demand for your business right now.
- The buyer has set the first price. You have not yet set yours.
- Serious buyers stay serious when you ask for a few days to respond.
- Other buyers with the same strategic logic usually exist, and they have not been asked yet.
The first 72 hours
What to do, in order.
A calm, simple sequence that protects your options without cooling the buyer.
Hours 0 to 24
Acknowledge, protect, say nothing binding.
Reply warmly and briefly
Thank the buyer, confirm you are open to a conversation, and say you will come back within a few days. Do not discuss price yet.
Sign nothing new
No exclusivity, no binding LOI, no "agreement in principle" emails. If they send an NDA, have it checked before signing.
Keep the circle small
Limit knowledge to co-founders and, if needed, one board member. Staff, customers and suppliers do not need to know yet.
Hold back sensitive data
Hold back customer lists, source code, detailed payroll and pricing until there is a signed NDA and a clear process.
Hours 24 to 48
Understand what the offer really says.
Separate headline from cash
Split the price into cash at close, deferred payments, earn-outs, rollover equity and any amount held back. Only the first is certain.
Read the adjustment clauses
Look closely at working capital, debt-like items and "subject to diligence" language. This is where headline prices quietly shrink.
Check the exclusivity ask
Note how long the buyer wants you off the market, what ends it early, and whether the price can move during it.
Get independent eyes on it
A conflict-free review from someone who does not represent the buyer, plus a qualified M&A lawyer for the legal terms.
Hours 48 to 72
Choose your path, on your terms.
Benchmark the value
Compare the offer with what similar businesses have achieved and what other buyers in your space are likely to pay.
Decide on a process
Negotiate one-to-one, invite a small number of other buyers, or decline politely. Each is a valid choice.
Set a timetable
Give the buyer a clear, reasonable date for a fuller response. A timetable shows you are serious and keeps the momentum.
Respond in writing
Your response, counter-terms or questions, agreed with your advisers before it goes out.
The exclusivity trap
The price is set before exclusivity. The terms move after it.
Exclusivity is a normal part of a deal. Signing it too early, on one offer, is where founders lose most of their leverage.
How a first offer often works
How we reset it
Headline price
How a first offer often worksA strong number up front, to win exclusivity before you have spoken to anyone else.
How we reset itWe test the number against real buyer appetite before you give anyone exclusive rights.
Length of exclusivity
How a first offer often worksLong periods with no clear end date, during which you cannot speak to other buyers.
How we reset itShort, dated exclusivity linked to milestones, with automatic release if they are missed.
Price adjustments
How a first offer often worksBroad "subject to diligence" wording and working capital terms that are left vague until late in the deal.
How we reset itThe working capital method, debt definition and conditions agreed in the LOI, not at the closing table.
Deferred consideration
How a first offer often worksA large share of the value in earn-outs tied to targets the buyer controls after closing.
How we reset itMore cash at close, earn-out targets you can influence, and clear accounting rules for measuring them.
Your time and cost
How a first offer often worksMonths of diligence at your expense, with the buyer free to walk away or cut the price late.
How we reset itA defined diligence scope and timetable, so the deal either progresses or ends cleanly.
Acquiry reviews offers commercially and runs the process. Legal terms are reviewed by your own qualified M&A lawyer, whom we can introduce if you do not already have one.
Your three options
One offer can open three paths.
We set out each path in plain words, with what it means for price, certainty and timing. You choose.
Path 2
Run a quick competitive process
We approach a short list of carefully chosen buyers under NDA, giving you a real comparison within a tight, agreed timetable.
- Typically the strongest price
- Confidential, invitation only
- The original buyer can still win
Path 3
Decline, and prepare properly
If the timing is wrong, we help you decline gracefully and plan an exit when the business and the market are both ready.
- Leaves the door open
- Time to raise the value
- Exit when you choose
How the review works
Conflict-free LOI review.
We work for you, not the buyer. The review is confidential, takes days rather than weeks, and comes with no obligation to sell.
Start a review- 01
Confidential intake
Day 1
You share the offer or LOI under NDA. We confirm there is no conflict with the buyer and agree how you want us to stay invisible or visible.
OutputSigned NDA
- 02
Term-by-term breakdown
Days 1 to 2
We turn the headline into what you actually receive and when: cash at close, deferred amounts, adjustments, conditions and exclusivity.
OutputOffer breakdown
- 03
Market check
Days 2 to 3
We compare the offer with similar transactions and our view of other buyers who are likely to be interested in your business.
OutputValue range
- 04
Options and response
Day 3
A written summary of your options, with suggested counter-terms. If you want a competitive process, we set out how it would run.
OutputResponse plan
Confidential by default
Nobody needs to know you are talking.
Your staff, customers and the buyer itself do not need to know you have taken advice. We work quietly in the background, and any other buyers are contacted only with your written approval and under NDA.
Every Acquiry mandate runs under strict NDA.
What it costs
No fee to find out where you stand.
The review
The initial conflict-free review of your offer has no upfront fee and no obligation to proceed.
If we run a process
If you ask us to negotiate or run a competitive process, we agree a success-based fee in writing first. It is paid only if a transaction completes.
Legal and tax
Your lawyer and tax adviser are engaged and paid by you directly. We can introduce independent firms with M&A experience.
Questions
What founders and boards ask us.
Will the buyer withdraw if I ask for time?
Serious buyers expect founders to take a few days and seek advice. A polite reply with a clear date for your response keeps momentum. A buyer who demands a decision within hours is usually trying to stop you comparing offers.
What does conflict-free mean?
It means we do not act for, or receive fees from, the buyer that approached you. Before we see the offer, we check for any relationship with that buyer and tell you if one exists.
Is a letter of intent legally binding?
Most LOIs are largely non-binding on price, but parts are often binding, typically exclusivity, confidentiality and costs. Your own M&A lawyer should confirm exactly which clauses bind you before you sign.
Can I run a process without upsetting the original buyer?
Yes. A short, professional process is a normal part of M&A. The original buyer is told only what you choose to tell them, and they remain free to make their best offer alongside everyone else.
What if I am not sure I want to sell at all?
That is a common position. The review helps you understand your value and your options. Many founders use it to decline confidently, or to plan a sale for later on better terms.
Do you only work with certain sectors?
We are strongest in digital, software, fintech, media and online businesses, but we are not limited to any sector or market. If you have received an offer, bring it to us anyway.
Get a conflict-free LOI review
Tell us about the offer.
Share a few details and we will reply directly, usually the same working day. You do not need to upload the offer itself yet.
- We never act for the buyer that approached you.
- Strict NDA before we see any document.
- No upfront fee and no obligation to sell.