The Hidden Cost of "Yes": Why Every Unsolicited Offer Needs an Independent Valuation

You're at your desk when the call comes in. A buyer wants to buy your business. Maybe it's a competitor. Maybe it's private equity. They throw out a number that sounds pretty good. Maybe even great.

Here's what they're hoping: That you'll say yes without checking if their "generous" offer is actually generous at all.

The truth? Without an independent valuation, you're negotiating blind. And when you're blind, the other side controls the game.

The Unsolicited Offer Trap

Let's be clear about what's happening when someone approaches you out of the blue. They've done their homework. They know your revenues, your market position, probably even your margins. They've calculated exactly what your business is worth to them. Then they offered you less.

Think about it: Why would a sophisticated buyer voluntarily pay more than they have to? They wouldn't. Their job is to buy low. Your job is to not let them.

Here's what we see every day at DealCoach: Owners receive an unsolicited offer and think, "This seems fair." But "seems fair" isn't good enough when we're talking about your life's work. You need to know.

When "Above Market" Still Isn't Enough

Here's a story that shows the true power of knowing your value. A government software company came to us after receiving a $3.25 million unsolicited offer. The buyer was confident, the terms seemed reasonable, and the owner was tempted to move forward.

But something told them to pause and get an independent valuation first.

Our Estimate of Value (EOV) revealed the business was actually worth $4.2 million. That's nearly a million dollars more than the "generous" unsolicited offer. Armed with this knowledge, the owner could have gone back and negotiated the price up.

Instead, they chose to partner with Cornerstone Business Services to create real competition. The result? Seven qualified offers came to the table. The final sale price: $6.4 million.

Think about that. The unsolicited buyer was trying to acquire the company for half its eventual sale price. Even our professional valuation, while more accurate than the buyer's offer, was conservative compared to what competitive buyers were willing to pay.

That's a 97% premium over the original offer. On a $3.25 million deal, that's an extra $3.15 million in the owner's pocket.

The lesson? Your fair market value is the floor, not the ceiling. When multiple buyers compete, they reveal what your business is really worth to someone who wants it most.

Why Valuation Changes Everything

An independent valuation does three critical things:

1. It reveals the truth.
Not what the buyer claims. Not what you hope. What the market actually says your business is worth right now.

2. It becomes your anchor.
Once you know your real value, you can't be talked down from it. Knowledge is leverage.

3. It shows you what's possible.
Sometimes, like in the case above, it reveals that even a "good" offer can get better when buyers compete.

Beyond the Number: Understanding Your Options

Knowing your value is just the first step. The real power comes from understanding what to do with that knowledge.

This is where the combination of DealCoach's valuation expertise and Cornerstone Business Services' M&A process creates something special. Once you know what your business is worth, Cornerstone can help you create what they call POMO™: the Power of Multiple Offers™.

Instead of negotiating with one buyer who knows they're your only option, you're suddenly fielding interest from multiple qualified buyers who have to compete for your business. That competition drives offers from "fair" to "exceptional."

The Buyers You Don't Know About

One of the biggest myths in selling a business is that you already know who the logical buyers are. "It's obviously our biggest competitor," owners tell us. Or, "Private equity firms in our industry."

Reality check: The best buyer for your business might be someone you've never heard of.

Could be:

A company three states over looking to expand into your market
A foreign buyer seeking a US foothold
A private equity firm from a completely different industry that sees synergies you'd never imagine

When DealCoach partners with Cornerstone, we don't just validate whether an offer is fair. We help you discover buyers you didn't know existed. Buyers who might value your business far more than that unsolicited bidder.

Your Three-Step Defense

If you've received an unsolicited offer (or when you get one), here's your playbook:

Step 1: Don't reveal your cards
Thank them for their interest. Don't discuss price. Don't share sensitive information. And definitely don't communicate any acceptance or counter number.

Step 2: Get an independent valuation
Our EOV (Estimate of Value) gives you a quick reality check on market value. Our BAMA (Business and Market Analysis) goes deeper, showing not just what your business is worth, but why and to whom.

Step 3: Create competition
Once you know your value, work with an experienced M&A advisor to bring multiple buyers to the table. This is where DealCoach and Cornerstone's partnership shines. Valuation expertise plus deal-making experience.

The Math Is Simple

Every million you leave on the table costs you twice. First, you lose the money itself. Second, you pay taxes on money you never received.

Take our government software example. The difference between the $3.25 million unsolicited offer and the $6.4 million final sale wasn't just $3.15 million in proceeds. At a 20% capital gains rate, accepting the lower offer would have meant paying taxes on your actual proceeds while missing out on over $3 million that could have funded your retirement, your family's security, or your next venture.

The cost of not knowing your true value isn't theoretical. It's real money that either ends up in your pocket or stays in theirs.

All because you didn't invest a fraction of that amount to find out what your business was really worth to the broader market.

One Shot, No Do-Overs

You've spent decades building your business. You've made thousands of decisions, taken countless risks, missed family dinners and vacations to create something valuable.

Don't let your final decision be made without complete information.

An unsolicited offer isn't a gift. It's a test. The buyer is betting you'll take the easy path, the quick yes, the bird in hand. They're counting on you not knowing your true value.

Prove them wrong.

Get the valuation. Understand your worth. Then decide if their offer is truly generous, or if it's time to show them what your business is really worth when the market sets the price.

You only sell once. Make it count.

Ready to find out what your business is really worth? Contact DealCoach at dealcoach.com to learn more about our EOV and BAMA valuation services.

POMO™ and Power of Multiple Offers™ are registered trademarks of Cornerstone Business Services, Inc.

About the Author

Dan Hansher

Dan Hansher is a Co-Founder of DealCoach & a Senior Investment Banking Analyst at Cornerstone Business Services, specializing in Main Street and lower middle market M&A advisory. With 100+ business valuations completed and extensive marketing leadership experience, he brings a rare combination of financial analysis and operational expertise. Dan has led major brand integrations including a $2B acquisition, driven digital transformation initiatives, and developed brand positioning strategies across multiple industries. He helps business owners understand what drives value and prepares them for successful exits. Dan holds an MBA from UW-Whitewater and specializes in translating complex financial concepts into clear, actionable strategy.