It is almost never the case that a party would approach another company with a firm offer. There are just too many variables that require negotiation even if the basic terms were agreed upon. Rather, it would be the entry in a material definitive agreement that would trigger the disclosure obligation under Item 1.01. Even a letter of intent is not necessarily discloseable unless it is binding in a material respect (e.g., beyond confidentiality). That being said, a reporting company can elect under Item 8.01 to disclose material information concerning a potential transaction (or other material event). In addition, if news leaked that serious negotiations were ongoing, a reporting company would likely discosue this under Item 7.01 to make sure that the material information was broadly disclosed to the market. But a company is entitled to keep material information confidential until an actual agreement is concluded.