Scenario 02

---
name: draft-industry-summary-s02
task_id: corporate-ma/draft-industry-summary/scenario-02
description: Guides preparation of an industry and market analysis memo for a diagnostics acquisition by cross-checking sell-side and independent data, quantifying reimbursement-driven financial impact, flagging customer concentration with imminent contract expiration, and providing a recency-adjusted precedent transaction multiple.
activates_for: [planner, solver, checker]
---

# Skill: Draft Industry Summary Memo for Diagnostics Acquisition

## 1. Subject-matter triage

- Treat the assignment as a cross-source diligence memo, not a pure market overview.
- Separate core market facts from deal-specific risks, then reconcile sell-side claims against independent research and internal strategy notes.
- If the source set includes multiple markets, product lines, geographies, payor regimes, or transaction comps, enumerate them first and analyze each separately rather than blending them into one blended conclusion.
- If only one relevant customer, reimbursement event, regulatory regime, or comp set exists, state that explicitly and explain why no broader set is in scope.

## 2. Failure modes the skill is correcting

- Repeating sell-side market sizing, share, or growth claims without checking the base year, methodology, or independent confirmation.
- Treating an apparent market leader or high-growth segment as verified when the underlying source data are stale, selectively framed, or measured on inconsistent bases.
- Ignoring customer concentration when a major relationship is near renewal or expiration during the deal timeline.
- Describing reimbursement cuts, regulatory change, or certification delays qualitatively without translating them into financial impact.
- Assuming pipeline revenue as if early-stage products were near-commercial or fully de-risked.
- Using precedent transactions mechanically when older or atypical deals distort the median.
- Missing discrepancies between external materials and internal strategy documents on international revenue or OTC growth.

## 3. Legal frameworks / domain conventions that apply

- Customer concentration and renewal risk are material diligence points in healthcare diagnostics; identify the customer, the revenue exposure, the contract timing, and the transaction-window overlap, then explain the revenue and closing implications.
- Reimbursement reductions should be translated into revenue and EBITDA impact using the applicable revenue base and any documented offsetting cost changes; do not leave the effect at the narrative level.
- Laboratory-developed test regulatory change should be analyzed in light of the governing rule, any legal challenges, and any phased implementation; near-term impact may be overstated if compliance ramps gradually.
- EU in vitro diagnostics certification constraints should be assessed against the applicable conformity-assessment regime and the capacity of third-party reviewers; revenue forecasts that depend on new certification should be timing-risk adjusted.
- Recency-sensitive precedent transaction analysis should separate older or outlier deals from the relevant current market set and present both the unadjusted and adjusted benchmark where the difference is material.
- Pipeline products must be described at their actual development stage; feasibility-stage products are pre-commercial and should not be treated as near-term revenue with certainty.
- Any legal or regulatory conclusion must identify the governing authority, rule, or regulation relied on, rather than stating the conclusion in shorthand.

## 4. Analytical scaffolds

- Start by mapping the source set into: market data, customer and commercial contracts, reimbursement and regulatory items, pipeline and product development, precedent transactions, and any internal-versus-external inconsistencies.
- For market size and growth:
  - identify the base year used by the sell-side materials;
  - compare the stated figures to independent research;
  - note whether differences are methodological, timing-based, or substantive.
- For market share:
  - compare the stated share with independent sources;
  - state both figures and assess which is more credible and why.
- For customer concentration:
  - identify the largest customer relationships and the share of revenue they represent;
  - flag any contract expiring during or shortly after the contemplated transaction period;
  - explain the revenue exposure and any negotiating leverage or retention risk.
- For reimbursement changes:
  - identify each rate adjustment and the affected revenue base;
  - show the annual revenue effect and the resulting EBITDA effect after any offsets disclosed in the source materials.
- For laboratory-developed test change:
  - identify the governing rule and any litigation or implementation phase;
  - assess whether the timing makes the near-term impact smaller than the headline suggests.
- For EU certification risk:
  - determine whether current or pipeline products need additional certification;
  - assess the probability and timing risk associated with constrained review capacity.
- For precedent transactions:
  - identify older or unusual deals that may inflate the median;
  - present an adjusted benchmark alongside the unadjusted one and explain the valuation implication.
- For pipeline products:
  - state the actual development stage;
  - align commercialization timing to that stage;
  - discount revenue expectations where success is still uncertain.
- For OTC growth:
  - test whether recent volume growth appears durable or tied to one-time demand, stocking, or channel effects.
- Where the source materials conflict, prefer the more current, more directly supported, and methodologically consistent source, but explain the reconciliation rather than silently choosing one.

## 5. Vertical / structural / temporal relationships

- Track how commercial concentration, reimbursement pressure, and regulatory timing interact across the deal timeline.
- Distinguish immediate, near-term, and longer-dated impacts so that a risk with delayed effect is not presented as an immediate earnings hit.
- When a customer renewal, reimbursement cut, or certification delay overlaps with the expected closing or integration window, state the timing overlap and the practical consequence.
- If the source materials contain both external market data and internal planning assumptions, flag any divergence by topic and explain whether the gap is material or cosmetic.
- If multiple products or geographies are involved, compare them on the same basis before drawing a portfolio-level conclusion.

## 6. Output structure conventions

- Write the deliverable as an industry and market analysis memo with sectioned discussion by topic.
- Include a compact market data comparison table showing sell-side figure, independent figure, and a short assessment.
- Include a customer concentration section that identifies the relevant customer exposure and any near-term contract timing issue.
- Include a regulatory and reimbursement section that translates headline items into financial impact where possible.
- Include a precedent transactions section that states both the raw and recency-adjusted valuation benchmark when needed.
- Include a short section on pipeline and commercialization risk that ties product stage to revenue realism.
- End with a concise recommendations section that turns the diligence findings into action items for the investment committee or deal team, assigning each item to a responsible role and timing it to the deal process.
- Keep the memo analytical and source-based; do not pad with generic industry background that does not inform the acquisition decision.