A Buyer Is Interested — What Happens Next?

At this point the buyer has seen only an anonymous summary. Their interest means the opportunity looks relevant — nothing more. Treat early enthusiasm with the same care as early hesitation.

Before anything else, establish exactly who is asking: the company, the person, their role and whether they can speak for the business. A reply from a junior employee, an intermediary without a named client, or a personal email address needs more checking than a reply from a director of an identified acquirer.

Ask what the buyer is trying to achieve. A clear answer — more customers in your region, a service they do not offer, staff they cannot recruit — is a good sign. A vague answer can mean they are gathering market information rather than looking to buy.

• Is the rationale specific and believable?
• Can they fund a deal of this size, from their own resources or with backing?
• Have they made acquisitions before, or explained why this would be their first?
• Is there any risk in them learning who you are — a competitor, customer or supplier?

A buyer who does not pass these checks does not progress, however keen they are.

Identifying information is shared only after the buyer has signed a non-disclosure agreement. The NDA creates a legal obligation not to use or share what they learn, and asking for one early is a useful test of how serious a buyer is.

Signing an NDA does not entitle a buyer to the business’s name. It is one of the gates, not the last one. An NDA reduces confidentiality risk; it does not remove it, which is why the next step exists.

Before identifying information is released, you see who the buyer is and why they are interested, and you decide whether they go further. Approval is given buyer by buyer. A buyer you are not comfortable with does not receive the name.

Once a buyer is approved, information is shared in stages: first the name and an information memorandum prepared for that buyer, then more detail as their interest firms up. Each release is recorded, so you can see who has received what.

Sharing in stages keeps sensitive detail — customer names, staff costs, contract terms — back until a buyer has shown they are serious.

The first meeting is usually about fit and trust rather than numbers. Choose a location that will not raise questions among staff, keep the attendees small, and agree beforehand what you will and will not discuss.

• Why you are selling, and why now.
• How the business wins and keeps customers.
• Who the key people are, and whether they will stay.
• What depends on you personally.
• Where you see the business going under new ownership.

If the meeting goes well, a buyer may put forward an indicative offer: a headline figure or range, how it would be paid and the main conditions. It is not binding. If the indicative terms are acceptable, the next step is usually to agree Heads of Terms — a short, largely non-binding summary of the main points — before detailed due diligence begins.

Where more than one buyer is progressing, it helps to keep them roughly in step so that indicative offers can be compared together. Compare more than the headline figure: the amount paid at completion, the conditions, funding certainty and the buyer’s plans for staff and the business.

Avoid accepting the first offer simply because it is the first, and avoid holding out so long that a credible buyer loses interest.

Once an offer is close to agreed, legal and accounting advice becomes important. Your solicitor will usually handle the legal documents, and your accountant the financial and tax questions. Bringing them in at the right point keeps the process moving without involving them before it is needed.