Red Flags in an M&A Offer You Should Never Ignore

Not all offers are created equal. A high figure on paper doesn’t necessarily mean it’s the right deal—or a safe one.

Here are seven common red flags we frequently encounter in M&A offers within the marketing communications and marketing technology sectors:

1. Deferred Consideration Without Transparency
If a significant portion of the value is tied to future “earn-outs” or milestones without clear terms, proceed with caution.

2. Excessive Due Diligence After Heads of Terms
When due diligence begins post-offer but suddenly expands into a fishing expedition, it may signal delay tactics or a lack of genuine intent.

3. Valuation Detached from Commercial Reality
Be wary of inflated offers based on unrealistic multiples of non-recurring EBITDA or speculative “potential.”

4. No Commitment to Your Team or Culture
Expect post-deal disruption if the buyer makes no reference to your staff, values, or company culture. Savvy buyers value sustainability—not just scale.

5. Unusual Deal Structures or “Creative” Earn-Outs
Overly complex arrangements often conceal risks or funding gaps. Your people are your agency. Buyers should recognise that.

6. Pressure to Sign Quickly
Artificial urgency is a red flag, especially when paired with vague or ambiguous terms. Simplicity protects value. Complexity often erodes it.

7. They Talk, But Don’t Listen
If the buyer speaks at you rather than with you, they likely haven’t understood your true value.

A great deal begins with a great dialogue.

Thinking about selling?
Received an offer?

Before you say yes—let’s pressure-test it.
We’ve seen every structure, every buyer, and every trick in the book.