The Acquisition Call — Buy, Ally, or Build Under the Synergy Clock

A four-round executive-strategy simulation set inside Atlântica Digital SGPS, a Lisbon-headquartered B2B logistics-software group (EUR 180M ARR, 22% EBITDA, EUR 70M cash, 1,150 staff). A competitor's AI demand-forecasting launch has just signed two of Atlântica's prospects and put three of its top-ten customers — EUR 16M of at-risk ARR — on a renewal cliff that closes when the AI module must ship by 31 May 2027 (~12 months). The board hands corporate development three mutually exclusive paths to close the gap and attaches a hard condition: deliver at least EUR 12M of run-rate synergy within 24 months or the capital is clawed back. Playing the corporate-development team (Head of Corp Dev, CFO, COO, Head of Integration, Head of People & Culture), you (1) choose the growth mode — acquire NordCast AS for EUR 95M, ally with it for EUR 25M, or build organically for EUR 35M — weighed against speed to the cliff, cost, control of IP, and reversibility; (2) build a disciplined synergy bridge and respond to a diligence finding, testing realized synergy against the EUR 12M floor before paying a 9.5x-revenue control premium; (3) set integration depth on the preservation-to-absorption spectrum and a cultural-fit/retention plan, reconciling the tension that deep integration accelerates synergy but triggers the 30–50% engineer attrition that destroys it; and (4) eighteen months in, absorb a live stress event (the lead architect resigns / the rival bids for the partner) and defend the whole call to the board. Built on Gomes's M&A and strategic-agility research, Haspeslagh & Jemison on integration depth, and the make–ally–buy and winner's-curse frameworks, the math rewards mode fit to the cliff, disciplined synergy valuation, calibrated integration depth, and agility under shock — and punishes the five classic errors: acquiring for boldness, building past the cliff, overpaying without a synergy bridge, over-integrating and losing the talent, and over-preserving and forfeiting the synergy. Final KPIs track Synergy Captured vs. the EUR 12M floor, Talent Retained, ARR Saved, and Deal NPV.