When the founder of a workforce development EdTech platform received an unsolicited call from a strategic acquirer, they faced a critical decision: engage directly or bring in an advisor?
Company Profile (Anonymized)
- Sector: Workforce Development / EdTech
- Revenue: $8-12M ARR
- Model: B2B SaaS with services component
- Team: 45 employees
The Situation
The founder had built a profitable, growing platform serving enterprise employers. A large strategic player made contact expressing "strong interest" in an acquisition. The initial conversation suggested a valuation range that seemed reasonable but left the founder wondering: Is this really the best we can do?
Our Approach
We worked with the founder to:
- Assess the offer quality — Benchmarked against comparable transactions
- Create competitive tension — Discretely approached 4 additional potential buyers
- Prepare a focused data room — Anticipated due diligence questions
- Coach the founder — On positioning and negotiation tactics
I was ready to take the first offer because it seemed fair. Tuck helped me realize I was leaving significant value on the table and gave me the confidence to push back.
The Process
Week 1-2: Rapid Assessment
We analyzed the company's financials, customer contracts, and competitive positioning. Key findings:
- Strong net revenue retention (115%)
- Low customer concentration (top 10 customers = 40% of revenue)
- Clear differentiation in a growing market
Week 3-6: Creating Competition
We approached four additional buyers:
- 2 strategic acquirers (competitors)
- 2 private equity firms with education platform investments
Week 7-12: Negotiation & Close
With multiple interested parties, we:
- Negotiated improved terms across all dimensions
- Addressed key founder concerns (team retention, earnout structure)
- Drove to a definitive agreement
Key Lessons
Key Takeaway
The presence of a credible alternative buyer is the single most powerful negotiating lever in M&A. Even when you receive a strong unsolicited offer, creating competition often yields material improvements.
What Made This Work
- Speed — We moved quickly to not lose momentum with the original buyer
- Discretion — Maintained confidentiality throughout the process
- Preparation — Had data room ready before starting outreach
- Founder coaching — Prepared for every management presentation
Outcome
The founder achieved:
- 30% higher valuation than the original indication
- Improved deal structure (less contingent consideration)
- Better employment terms for key team members
- Clean close with no retrading
Facing an unsolicited offer? Contact us to discuss your options.
