I received an offer to buy my business. Now what?
Do not accept or reject it right away. Thank the buyer, ask for the offer in writing and find out who the buyer is and why they want your business. Before replying, understand whether the figure is for the business or for the equity, how much is paid at closing, how much depends on targets and how much is held back. Compare it with an independent valuation and check whether there are other interested parties: a single offer is rarely the best one.
First: do not respond on impulse
Receiving an offer is a good sign, but the first offer is almost always the lowest the buyer thinks you will accept. Thank them, show openness and ask for the offer in writing. Do not name a number, do not accept and do not reject.
Find out who is buying and why
- Who are they? A competitor, supplier, fund, investor? Have they bought other companies?
- Why yours? Customers, region, team, technology, licenses? What they gain from the deal shows how much they can pay.
- Do they have the money? Ask where the funds come from (own cash, a fund, financing).
- Who decides? Talk to the person who signs, not just an intermediary.
Read the offer beyond the headline number
The same “US$ 10 million” can mean very different things:
| Question | Why it matters |
|---|---|
| Is it enterprise value (EV) or equity value? | If it is EV, net debt comes off what reaches the owners. |
| How much is paid at closing? | The rest carries risk. |
| How much depends on targets (earn-out)? | Poorly defined targets lead to disputes and money that never arrives. |
| How much is held in escrow, and for how long? | It is your money tied up as a guarantee. |
| Is there a working capital adjustment? | It can reduce the price at closing. |
| Do you need to stay with the business? For how long? | It affects your plans and, sometimes, the price. |
| What warranties and non-compete are requested? | They define your risk after the sale. |
Compare it with your number
Get a valuation before making any counteroffer. Start with the business valuation calculator and learn how to value a business. With a justified value range, the conversation moves from “I think” to assumptions.
Create competition, confidentially
If your business interested one buyer, it probably interests others. A short, confidential process, with an anonymous teaser and an NDA, can reach strategic and financial buyers within a few weeks. Two offers on the table are usually worth more than any argument. See how to sell your business for the full process.
Common traps
- Sharing numbers without an NDA. If the buyer is a competitor, they learn about your business for free.
- Granting exclusivity too early. You lose your alternatives before the price is settled.
- Looking only at the total. A lower price in cash at closing can be worth more than a higher one full of conditions.
- Neglecting the business. If results drop during the negotiation, the price drops too.
- Negotiating alone. The other side usually has lawyers and advisors who do this every month.
If your company is in Brazil
- Ask which currency the price is in. An offer in US dollars and one in Brazilian reais (BRL) can diverge significantly by the time the money is paid, especially with installments or an earn-out.
- Ask who bears the exchange-rate risk between signing and each payment, and whether the agreement sets a reference rate or a mechanism for currency swings.
When it makes sense to accept
When the amount is within (or above) your valuation range, the cash portion at closing is meaningful, the future conditions are clear and measurable, and the timing fits your plans. If the answer to any of these is “I don’t know”, a second opinion is worth it.
Meu Equity carries out the business valuation and reviews the offer with you, clause by clause.
Frequently asked questions
Straight answers for owners thinking about valuing or selling their company.
Still have questions? Talk to a specialistHow do I know if an offer for my business is fair?
Compare the amount offered with your own valuation (industry multiples and discounted cash flow), minus net debt. Then compare the terms: how much is paid at closing, how much is paid in installments or conditional on results (earn-out), and how much is held back as a guarantee (escrow).
Should I tell my partners and employees that I received an offer?
Your partners, yes, because the sale usually depends on them and the articles of association may give them preemptive rights. Your employees, no, not until the deal is practically closed.
The buyer asked for exclusivity. Should I agree?
Only after you have the price and the main terms in writing in a letter of intent, and only for a short period (60 to 90 days). Granting exclusivity too early takes away your ability to negotiate.
Can I use an offer to attract other buyers?
Yes. A real offer shows the business has market value. With confidentiality and an advisor, you can approach other buyers within a few weeks and create competition.
