redactedThe first step after an offer to buy your company is not to answer it. Thank the buyer, ask for time and call your advisor, because the first offer tells you someone wants your business, not what it is worth. An unsolicited offer is an opening bid. Without competing buyers, an owner has little leverage. That was the thread running through my panel at the Business Transitions Forum in Winnipeg on Oct. 21, 2026. Getting that call is flattering and unsettling at once, and most owners have never rehearsed it. The cost of improvising shows up later in price, deal terms and the protections you carry after closing. What the session set out to cover The session, "Case Study: Someone Has Offered to Buy Your Company, Now What?", was moderated by Leilani Kagan, K.C., of Thompson Dorfman Sweatman LLP. I joined Chris Grant of IHT Group Inc. and Kyle McMurtry of Doane Grant Thornton on the panel. The session description promised practical guidance on four decisions: identifying the right buyer, choosing the timing of a sale, crafting a transition plan and negotiating the deal structure. Below are the five points I brought to the room, with current Canadian market data where it sharpens the point. Tax questions belong with a tax advisor and drafting questions with a lawyer, so I have kept this to the owner's decisions. 1. Do not answer the offer The most expensive reply to an offer is a fast yes. In my book, an owner named Patricia runs a B.C. software services company with $14 million in revenue. Within 30 minutes of meeting her M&A advisor, she learns that a competitor's offer is about 25 per cent below market and carries an aggressive earnout and weak indemnity protections. After a competitive process with 12 qualified buyers, her proceeds end up 52 per cent higher than that first offer. It is an illustration, not a statistic, but the pattern is real: the first number rarely reflects the full value of the business. Before you respond, do four things: • Restate why you are selling. Your goals decide which offer is best, not just the headline price. • Assemble your team. That means a sell-side advisor, a lawyer, an accountant and a tax advisor. • Protect confidentiality. Some competitors make excellent buyers. Others will use what they learn against you. • Settle terms before you grant exclusivity. The letter of intent carries the price, the structure and the exclusivity period. Exclusivity means you stop talking to other buyers, so your leverage falls once you sign. 2. Position the business for the buyer who values it most Strategic buyers, private equity firms and management teams pay for different things. A strategic buyer pays for synergies it can capture. A private equity firm pays for cash flow and a future sale, and it typically plans to hold a business for three to seven years. A management buy-out can only pay what the team can finance, which usually means fewer bidders and less price tension. I treat that last point as my own view, since the book focuses on sales to third parties. Another illustration from the book shows why the first caller is rarely the best buyer. An Ontario manufacturer named Elena has her advisor reach out broadly and draws interest from 23 qualified buyers. The winner is a German strategic buyer that pays a multiple 35 per cent above typical industry valuations, because it sees synergies she had not recognized. Positioning is what makes that outcome possible. Clean, normalized earnings, a management team that runs the business without the owner and a strong marketing document all widen the field of credible bidders. Our article on how bankers build a buyer list shows how that pool is assembled. 3. Time your readiness, not the market You cannot time the market, so time your readiness. A prepared seller can say yes when buyers are hungry and wait when they are not. Still, it helps to know the conditions you are selling into. • Interest rates. The Bank of Canada has held its policy rate at 2.25 per cent since a quarter-point cut on Oct. 29, 2025, and it left the rate unchanged at every decision through Sept. 2, 2026. The next announcement is scheduled for Oct. 28. • The economy. The Bank's July 2026 Monetary Policy Report describes an economy that has been weak but is showing signs of improvement, with growth expected to pick up, inflation easing toward 2 per cent and uncertainty still elevated. • Deal activity. Advisory firm Oaklins Canada counted 427 mid-market transactions in the first half ofredactedIt says tariff uncertainty and the coming CUSMA renegotiation weigh on decisions, while owner succession, private equity pressure to deploy capital and industry consolidation support activity. Strategic buyers with strong balance sheets outpaced financial investors. Readiness is where owners control the outcome. In another illustration, a Manitoba distributor named Northern Supply has three customers making up 62 per cent of revenue, personal expenses mixed into the books and key staff without non-competes. Six months of fixes cut concentration to 43 per cent, added a part-time controller and put employment agreements in place. The result was a price 28 per cent higher than the preliminary valuation. Buyers pay more for a business that does not depend on one owner or one customer, which is also why our piece on the founder discount matters for any owner planning an exit. 4. Compare offers on what lands in your bank account A headline price is not what you take home. Compare offers on cash at close, a heavily discounted earnout, the escrow and the working capital target. The most useful recent benchmark is the 2026 deal terms study from SRS Acquiom, which analyzed more than 2,300 private deals closed from 2020 throughredactedFasken's summary notes that most of the sample involved U.S. buyers, but it considers the lessons useful for Canadian and cross-border dealmakers. Treat the figures as direction, not as a Canadian average. • Earnouts appeared in 24 per cent of 2025 deals, up from 22 per cent inredactedThe median potential payout was 34 per cent of the closing payment, and the most common length was one to two years. • Escrows grew. The average escrow was 12.1 per cent of deal value in 2025, up fromredactedper cent inredactedIt averaged 14.7 per cent without representation and warranty insurance and 5.1 per cent with it. • All-cash deals fell to 51 per cent, the lowest in four years. Deals combining cash with management rollover reached 21 per cent, and cash with stock reached 20 per cent. • Purchase price adjustments now appear in well over 90 per cent of deals, so the working capital target deserves attention early. Our explainer on why working capital matters covers the basics. The message for a seller is straightforward. Buyers are returning to the table but remain cautious, and that caution shows up in how much of the price is held back or made contingent. The best protection is competition. In a book illustration, a Manitoba industrial services company named Samantha uses a professionally prepared confidential information memorandum and draws seven indications of interest in three weeks and four letters of intent in six weeks, a price 38 per cent above the preliminary valuation. Competition is the only negotiating leverage a seller really has. For more on terms, see the 10 most negotiated terms in a share sale. 5. Plan the day after closing A sale does not end at signing. My book recommends a transition period of three to 12 months, defined in consulting or employment agreements signed at closing. Employees should hear from the old and new owners together at one company-wide meeting right after closing. Customers should get one letter co-signed by both owners, followed by personal calls to key accounts. Retention agreements or equity can keep critical staff in place. The harder transition is personal. You move from an owner with final authority to an adviser with limited influence, and the new owners will make decisions you would not. Planning that next chapter before closing matters as much as the deal itself. We explore it in the first 100 days after selling your business. Key takeaways for owners • Do not answer an unsolicited offer. Ask for time and call your advisor. • Run a competitive sale process so more than one buyer is bidding. • Position the business for the buyer who values it most, not the one who called first. • Build readiness 12 to 18 months before you market the business. • Compare offers on net proceeds, including earnouts, escrows and working capital. • Plan the transition for employees, customers and yourself before closing. [One real moment, question or takeaway from the room goes here. Use only what happened.] My thanks to our moderator, Leilani Kagan, K.C., to Chris Grant and Kyle McMurtry, to Conference Chair Bram Strain and to the Business Transitions Forum team. If an offer arrived tomorrow, would you know your next three moves? My book, Selling Your Canadian Business, is written for that moment: redacted Related articles • The $3 million mistake Canadian business owners make • What are the 10 most negotiated terms in a share sale? • The first 100 days after selling your business Sources • Bank of Canada, Policy interest rate, and Monetary Policy Report, July 2026. • Oaklins Canada, Canadian mid-market M&A remains resilient amid ongoing uncertainty, Aug. 18, 2026. • Fasken (via Mondaq), Private M&A deal trends to watch: key takeaways from SRS Acquiom's 2026 study, May 12, 2026. • Business Transitions Forum, Case Study: Someone Has Offered to Buy Your Company, Now What?redacted