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Does the acquisition make sense: synergies, integration, leverage

Target EBITDA after synergies

2,6 PLN m

Fit61 / 100
Annual synergy effect
1,0 PLN m
Payback on integration spend
1,2 years
Net debt / post-synergy EBITDA
1,5×

There is a case, but it hinges on one or two assumptions. Before paying for due diligence, test them the cheapest way: talk to two of the target’s clients, list its systems, read the key people’s contracts.

Before you pay advisers to examine a company you would reject anyway: seven numbers and one answer – whether it is worth entering the NDA and due diligence. The calculator computes fit, the target’s post-synergy EBITDA, payback on integration spend and group leverage after the deal.

An indicative tool: the result is an order of magnitude on your assumptions, not a valuation or tax, legal or investment advice. Data entered into the form is never sent or stored anywhere.

How it is computed

  1. 1Fit (0–100)Client and product overlap 30 %, size of synergies 30 %, integration time 20 %, target debt versus post-synergy EBITDA 20 %. A long integration lowers the score because every month means people and clients leaving that nobody put in the model.
  2. 2Post-synergy EBITDA and paybackCost synergies as a percentage of the target’s costs (revenue minus EBITDA). Payback = integration spend ÷ annual synergy effect, in years. Beyond three years the integration usually never happens in the planned shape.
  3. 3Leverage after the dealTarget net debt divided by post-synergy EBITDA. The calculator does not know your own debt or the financing of the price – add them mentally. Above 3.5× it says “no” regardless of fit, because that is the level at which the first weaker year ends in a covenant conversation with the bank.

EV → equity bridge: what else eats equity value

Frequently asked questions

What cost synergies are realistic?

Those you can name by person and by invoice: two boards, two accounting teams, two systems, two warehouses, better purchasing terms at higher volume. In services that is usually 3–8 % of the target’s costs, in manufacturing and trading 5–12 %. Anything above needs proof, not a slide.

Does a “no” mean do not buy?

It means not in this structure. The same target may make sense with a smaller stake, an option on the rest, an earn-out tied to synergies or a price reduced by the debt you uncover. The calculator shows where the problem lies – a starting point for negotiation, not its end.

What do you do in such a process?

Financial analysis of the target on source data: quality of EBITDA, normalisation, working capital, debt and debt-like items, a model with synergies and sensitivity. What the buyer should know before the price, not after. Running the deal and negotiating is the role of a transaction adviser and lawyers.

I wrote about this on LinkedIn

  • Dwa geometryczne elementy układanki zbliżające się do siebie; tylko część krawędzi pasuje i świeci turkusem

    8 October 2026, Post in Polish

    Siedem liczb, zanim zapłacisz za due diligence.

    Przejęcie ma sens, gdy trzy rzeczy są prawdziwe naraz: cel pasuje do Twoich klientów i produktów, synergie da się wskazać na konkretnych pozycjach kosztów, nie „około 10 %”, dług grupy po transakcji zostaje poniżej…

    Read on LinkedIn (linkedin.com)

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