The 72-hour playbook for unsolicited acquisition inquiries

A few times a year, an email lands that’s equal parts flattering and dangerous: “We’d like to explore acquiring your company.” Sometimes it’s a serious strategic buyer. Often it’s a fishing expedition for competitive intel. Either way, the first 72 hours matter more than most people think.

One line I keep coming back to is from JPMorgan’s global head of M&A, Anu Aiyengar: “If you’re a seller, don’t sit there and be passive. Take control of your destiny.” That’s the mindset—even if your answer ends up being “no.”

Here’s the playbook I’ve seen work for founders, CEOs, and corp dev teams.

1) Triage fast, but don’t react. Acknowledge receipt quickly, then route everything to a single point of contact (typically corp dev/CFO + counsel). Unsolicited offers often arrive with artificial urgency—tight timelines favor the buyer. Your goal is to buy time, not to buy into their timeline.

2) Learn more before you share more. In the first exchange, ask for: who the buyer is (and who’s actually behind them), what they want (asset vs. stock, minority vs. control), their strategic rationale, and their proposed timing. If they won’t answer basic questions, you already have your decision.

3) Put a confidentiality fence up early. Before you share anything beyond what’s public, insist on an NDA. A mutual NDA is a common best practice, and it’s the moment to negotiate practical protections: permitted use (evaluation only), a “no obligation / no binding agreement until definitive documents” clause, non-solicit / no-hire language, and (for public-company contexts) standstill concepts where relevant.

4) Decide: decline, engage, or defer. I use a simple framework:

• Engage if the buyer is credible, the strategic fit is plausible, and the risk-adjusted outcome beats your standalone plan (or creates attractive optionality).

• Defer if the fit might be real but timing is wrong (fundraising, product launch, regulatory cycle, integration bandwidth). Give a specific revisit window.

• Decline if values don’t align, the offer is clearly exploratory, or the process cost (distraction, leakage risk, employee anxiety) outweighs the upside.

5) If you engage, run a process—don’t provide a process. The most common seller mistake is falling into a one-off “chat” that slowly turns into exclusivity. If there’s real interest, you set the agenda: a tight timeline, a staged information release (teaser → light data room → management meetings), and a clear ask for an indicative valuation range and proof of financing. If you’re willing to sell, consider creating competitive tension rather than negotiating in a vacuum.

6) Keep communications disciplined. Use code names internally, limit participants on a need-to-know basis, and avoid signals that leak (calendar titles, shared channels, sudden new social connections). For public companies, be extra careful about selective disclosure and any material nonpublic information. And regardless of company type: write like it will be read in discovery.

The goal isn’t to say “yes” or “no” quickly. It’s to protect the business while preserving optionality. Treat the first response as the start of a controlled evaluation—not the start of a negotiation you didn’t choose

I’ll be on the road over the coming months, mostly around conversations about M&A and growth capital. If our paths cross, even briefly, it would be good to connect.

• February 24-25: Malta

• March 2-5: Lisbon

• March 9–11: Speaking at MoneyLIVE, London

• March 16–19: Speaking at Merchant Payment Ecosystem, Berlin

• March 23-24: London / Dublin Placeholder

• April 20-21: London

• April 29-30: Zurich

• June: Money20/20 Amsterdam

If a strategic-exit transaction is on your mind this year, or you’re quietly pressure-testing readiness, I’m always open to a thoughtful conversation.

Tom C. Schapira
Founder and CEO
Imagine Capital Group
E: [email protected]
Website http://www.imaginecapitalgroup.com

Securities Offered through Wellesley Hills Securities. Member FINRA/SIPC