---
name: ma-strategic-fit-evaluator
description: "Scores a potential acquisition target or partner against six weighted strategic fit dimensions — market position, capability complementarity, cultural alignment, financial health, integration complexity, and strategic thesis alignment — producing a weighted scorecard, dimension-by-dimension commentary, deal-breaker flags, and a go / conditional-go / pass recommendation. Use when evaluating a target's fit before advancing to LOI, comparing multiple targets, or building the strategic rationale section of an investment committee memo."
argument-hint: "[target-company] [strategic-thesis]"
allowed-tools: ["Read"]
---

# M&A Strategic Fit Evaluator

## Purpose
Convert a fuzzy "does this deal make sense?" question into a structured, weighted scorecard that scores a target across six strategic fit dimensions with specific commentary and deal-breaker flags — so corporate development can rank targets consistently, defend the rationale to an investment committee, and catch integration and culture risks before they surface in diligence.

## When to Use
Invoke this skill when the user asks to:
- Evaluate whether an acquisition target fits their strategy
- Compare two or more targets against the same criteria
- Build the strategic rationale for an IC memo or board deck
- Screen a pipeline of targets before committing diligence resources
- Assess a potential merger, JV, or strategic partner for fit
- Pressure-test a deal thesis that "feels right" but hasn't been scored

## Inputs Required
Before starting, collect:
- **Acquirer profile**: The buyer's core business, market position, and current capabilities
- **Strategic thesis**: The specific rationale for the deal (market entry, capability acquisition, consolidation, talent, etc.)
- **Target overview**: What the target does, size, market, and stage
- **Target financials**: Revenue, growth rate, margins, and any known debt or burn — approximate is fine
- **Known synergies or overlaps**: Where the two businesses reinforce or duplicate each other
- **Dimension weights** (optional): Custom weighting across the six dimensions if the deal has an unusual priority (e.g., capability-driven deals weight capabilities higher)
- **Comparison set** (optional): Other targets being evaluated for relative ranking

If dimension weights are not provided, use the default weighting in Step 1 and state the assumption. If financials are incomplete, score the Financial Health dimension on available data and flag the gaps.

## Instructions

### Step 1: Set the Scoring Framework
Score each dimension 1–10 and apply weights. Use this default weighting unless the user provides custom weights:

| Dimension | Default Weight |
|---|---|
| Market Position & Strategic Thesis Alignment | 25% |
| Capability Complementarity | 20% |
| Financial Health | 20% |
| Cultural Alignment | 15% |
| Integration Complexity (inverse) | 15% |
| Growth & Value Creation Potential | 5% |

Note: Integration Complexity is scored inversely — a *lower* complexity earns a *higher* score, because low complexity is favorable.

Adjust weights to the thesis: capability-driven deals push Capability Complementarity to 30%; consolidation plays push Integration Complexity and Financial Health up; talent acquisitions push Cultural Alignment up. State any reweighting explicitly.

### Step 2: Score Each Dimension With Evidence

**Dimension 1 — Market Position & Strategic Thesis Alignment (score 1–10)**
Does the target advance the specific strategic thesis, or is it adjacent?
- Assess: market adjacency, competitive positioning, whether the target opens a new segment/geography or deepens the core
- Score 8–10: directly executes the stated thesis with a defensible position; 4–7: partial or adjacent fit; 1–3: thesis is a stretch or post-hoc justification
- Commentary must connect the score to the *stated* thesis, not to generic strategic value

**Dimension 2 — Capability Complementarity (score 1–10)**
Does the target add what the acquirer lacks — or duplicate what it already has?
- Assess: technology, IP, talent, distribution, product gaps filled
- Distinguish *complementary* (fills a gap, 8–10) from *additive* (more of the same, 4–7) from *redundant* (overlaps existing strength, 1–3)
- Flag build-vs-buy: could the acquirer develop this capability faster/cheaper internally?

**Dimension 3 — Financial Health (score 1–10)**
Is the target financially sound enough to justify the price and survive integration?
- Assess: revenue quality and growth, margin structure, cash position and burn, debt load, customer concentration, revenue predictability (recurring vs. project)
- Score 8–10: growing, profitable or clear path, clean balance sheet; 4–7: mixed signals; 1–3: distressed, high burn, or concentration risk
- Flag any single customer >20% of revenue as a concentration risk

**Dimension 4 — Cultural Alignment (score 1–10)**
Will the two organizations operate together without value destruction?
- Assess: decision-making style, pace, remote/in-office norms, founder involvement, incentive philosophy, autonomy vs. integration expectations
- Score 8–10: compatible operating models and values; 4–7: manageable gaps requiring active change management; 1–3: fundamental mismatch likely to trigger attrition
- Culture mismatch is the most common cause of failed integrations — do not soften this score

**Dimension 5 — Integration Complexity (score 1–10, inverse)**
How hard is it to actually combine the two businesses? Lower complexity = higher score.
- Assess: systems/tech stack overlap, org structure, geographic spread, regulatory approvals, dependency on retained founders/key people, customer contract portability
- Score 8–10 (low complexity): clean carve-out or standalone integration; 4–7: moderate stitching required; 1–3 (high complexity): deep entanglement, retention risk, or regulatory drag
- Name the top 2–3 specific integration risks

**Dimension 6 — Growth & Value Creation Potential (score 1–10)**
Beyond the base case, what upside does combination unlock?
- Assess: revenue synergies (cross-sell, new channels), cost synergies, market expansion, platform effects
- Distinguish credible near-term synergies from speculative ones; discount synergies that require flawless execution

### Step 3: Calculate the Weighted Score
Multiply each dimension score by its weight, sum to a composite score out of 10, and present the math in the scorecard table.

### Step 4: Flag Deal-Breakers
Independent of the weighted score, flag any binary deal-breakers that no composite can offset:
- Any single dimension scored 1–2
- Customer concentration above ~40%
- Cultural mismatch severe enough to risk losing the talent the deal is buying
- Integration complexity that eliminates the thesis's value

A high composite score with an active deal-breaker is still a **pass** or **conditional-go**, not a **go**.

### Step 5: Recommendation
Deliver one of three verdicts with rationale:
- **Go**: Composite ≥ 7.0, no deal-breakers, thesis clearly served
- **Conditional-Go**: Composite 5.5–7.0 or a fixable risk — state the specific conditions that must be validated in diligence
- **Pass**: Composite < 5.5 or an active deal-breaker

Be opinionated. Name the single biggest reason for the verdict and the single most important thing diligence must confirm.

## Output Format
- **Structure**: Weighted scorecard table first, then per-dimension commentary, then deal-breaker flags, then recommendation
- **Length**: 900–1,300 words
- **Format**: Scorecard as a table (dimension, score, weight, weighted score); commentary as structured prose per dimension; deal-breakers as a flagged list; recommendation as a clearly labeled verdict
- **Sections**: Scoring Framework & Weights → Weighted Scorecard (table) → Dimension Commentary (six blocks) → Deal-Breaker Flags → Recommendation
- **Tone**: Corporate development director — analytical, evidence-anchored, willing to say pass; no hedging on the final verdict

## Quality Checklist
Before delivering output, verify:
- [ ] All six dimensions are scored 1–10 with a stated rationale for each score
- [ ] Weights sum to 100% and the composite score math is shown in the table
- [ ] Integration Complexity is scored inversely (low complexity = high score) and stated as such
- [ ] Every dimension's commentary ties to the target's specifics — not generic M&A language
- [ ] Deal-breakers are evaluated independently and can override a high composite score
- [ ] The recommendation is one of Go / Conditional-Go / Pass with a named primary reason

## Notes
- The most common scoring error is inflating Strategic Thesis Alignment to justify a deal someone already wants to do — score the thesis as stated, not the deal as desired
- Culture and Integration Complexity are systematically underweighted by deal teams and systematically responsible for post-close value destruction — resist the temptation to round them up
- When comparing multiple targets, hold the weights constant across all of them so the ranking is apples-to-apples, and present a side-by-side composite table
- This scorecard sizes strategic fit, not price — a strong fit at the wrong valuation is still a bad deal; note when valuation should be the next gate

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