Finance & Banking · Corporate Finance

Cross-Border Deal — Pricing PolnaChem for ESG, Trust & Discipline

A four-round, advanced corporate-finance and M&A simulation.

4 rounds Executive English, Español

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About this simulation

A four-round, advanced corporate-finance and M&A simulation. You lead M&A at Hexagone Matériaux SA, a Euronext-listed €2.1B French specialty-materials group (17% EBITDA margin, €357M; net debt 1.8x EBITDA) under a board mandate to enter Central/Eastern Europe by acquisition and a net-zero-by-2040 commitment that ties its cost of capital to its ESG profile.

The target is PolnaChem Sp. z o.o., a profitable founder-owned Polish specialty-coatings producer (€60M EBITDA). Its owners want 8.5x EBITDA (≈ €510M); comparable European coatings deals trade at 6.5–7.0x.

The target carries a +40% carbon-intensity gap, two sites without EU-aligned permits (≈€45M remediation capex over three years), and a trust differential — the founder personally holds the top customer relationships and a low-trust integration historically destroys 20–30% of synergy.

A rival bidder is circling and the board caps post-close leverage at ≤2.5x EBITDA (an all-cash 8.5x bid hits 2.7x, breaching the ceiling). Hexagone's last cross-border deal failed precisely because the team priced on financials alone and was blindsided by ESG liabilities and a collapse of trust; the board has now made ESG and trust diligence mandatory in the investment case.

Round 1 — Screen & diligence: run the two mandated lenses (ESG: permits, carbon, remediation, transition risk; trust: founder dependency, retention risk, cultural distance) against the rival's clock, and read the findings for what the financials don't show.

Round 2 — Price the bid: adjust the valuation explicitly for ESG (remediation capex, transition risk, the green cost-of-capital effect) and trust (a 25% synergy haircut), then set a disciplined walk-away and an opening bid — a premium over comps is only justified by realisable synergy, and crossing your own walk-away is the winner's curse.

Round 3 — Structure under the financing constraint: choose the cash/equity mix to stay under the 2.5x ceiling, an earn-out tied to ESG-compliance and customer-retention milestones, a founder lock-in with enhanced reps-and-warranties, and whether to use a sustainability-linked facility (≈35 bps margin benefit).

Round 4 — Recommend to the investment committee and react to a live rival escalation to 8.7x: hold, raise, or walk, and defend the integrated case (price, ESG-and-trust adjustments, structure, financing cost, completion probability) together.

The model rewards diligence-as-value-protection, ESG-and-trust-adjusted pricing, walk-away discipline, structuring within the leverage ceiling, and the use of sustainability-linked finance — and punishes the five classic errors via sticky penalty gates: financials-only pricing, the winner's curse, ignoring founder dependency, breaching the financing ceiling, and skipping diligence for speed.

Final KPIs track Deal NPV (value created, €M), completion probability (%), post-close leverage (× EBITDA) and an ESG-&-trust risk index. Winning the asset and creating value are not the same thing.

Who it is for

An advanced simulation for participants used to working with the main frameworks and trade-offs of the subject, designed for executive education and experienced professionals.

How a session runs

  1. The instructor creates a session from the Eureka dashboard and invites the participants.
  2. Participants play 4 rounds. In each one they submit their decisions and the simulation calculates the results.
  3. The simulation can be run in English, Español.
  4. The instructor follows each participant's progress and results from the dashboard, and uses the class results for the debrief.

Decisions participants make

The decisions participants make during the simulation:

  • How do you run diligence against the closing window and the rival bidder?
  • The ESG dossier: how do you read the carbon gap and the two non-compliant sites?
  • The trust diligence: the founder owns the top customer relationships and the workforce is wary.
  • Price the ESG adjustment into the bid.
  • Apply the trust/founder synergy haircut to the deal case.
  • Set your walk-away multiple (× EBITDA) — the price discipline you will not cross.
  • Set your opening bid multiple (× EBITDA).
  • Cash share of the consideration (%) — the rest is acquirer equity/paper.
  • Earn-out / deferred consideration tied to ESG-compliance and customer-retention milestones.
  • Founder lock-in and reps-and-warranties.

What participants track

What participants follow on screen as the rounds go by:

  • Value, Completion & Leverage Trajectory

Subjects covered

Designed for courses in Corporate Finance.

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