Harriet KelverleyChief Strategy Officer

The journal · Commercial character of acquisitions

Buying a capability does not make its revenue resemble your own

I consider an acquisition whose project income remained strategically useful without being described as recurring connectivity revenue, and why a less uniform portfolio account was worth retaining.

An acquisition is often made easier to explain by placing the acquisition candidate's revenue beside the buyer's revenue and describing the combined scale. The arithmetic may be straightforward while the commercial account is not. Different work can be sold, delivered and earned in different ways. I want the institution to explain those differences before it uses the total as evidence of a more coherent business. A capability can be worth buying without becoming the same kind of activity as the one the buyer already knows best.

Our fictional 2016 Rellaveth Communications review concerned an acquisition candidate with A$92 million trailing revenue, 61% from project work. The company completed an A$74 million purchase in 2017 under capital approval separate from my function. We kept the project unit distinguishable for the first eighteen months, with A$6.2 million integration expense. The case describes an acquisition and its initial treatment. It makes no claim that the entire acquisition candidate revenue became recurring connectivity income or that the purchase produced a particular investment return.

## Explain the attraction without changing the label

I supported the acquisition because the capability could matter to the portfolio in its actual form. Project work was not an embarrassment to be removed from the narrative. It could bring knowledge and a way of engaging customers that the existing business did not have in the same form. The strategic explanation needed to make that attraction clear while preserving the commercial character of the work. Calling the combined revenue more recurring would not improve the capability; it would make the institution's account less faithful to what it had chosen to buy.

The sponsors wanted a unified proposition quickly. Customers could find one broad account easier to understand, and colleagues could use it to explain why the purchase belonged in the company. Separate treatment risked making the acquisition appear less integrated and perhaps less ambitious than the headline had suggested. I took that objection seriously. A company should not create a collection of unrelated units merely because acknowledging differences is easier than doing the work of combination. The question was how to combine without claiming a change that had not occurred.

I wanted the board to hear the acquisition candidate's business model in the language its responsible leaders could substantiate. What did project revenue describe? What commitments supported it? How did the acquired capability relate to the buyer's service proposition? Finance and commercial colleagues needed to provide the definitions and evidence. My role was to ensure that the strategic rationale could withstand those answers, rather than depend on a simplified label which made the acquisition fit the familiar story more neatly.

The 61% figure mattered as a signal of the acquisition candidate's recorded revenue composition. It did not by itself determine whether the purchase was attractive. A large project share could be consistent with a deliberate strategy, just as a recurring label would not settle questions of customer value or commercial quality. I did not want the institution to turn a difference in model into an automatic hierarchy. The actual choice concerned whether this capability, with this pattern of work, served the purpose the company was prepared to support.

## Accept an initial difference that helps the institution learn

Keeping the project unit distinguishable for eighteen months gave the company a clearer basis for understanding what it had acquired. The decision was not to preserve every existing practice indefinitely. It was to avoid making the appearance of unity the first test of success. The initial structure needed to let the responsible teams see how the work related to the wider portfolio and what combination would improve it. A public case should explain that purpose rather than treat separate identity as proof that integration had either succeeded or failed.

There was a cost. A less uniform account required more explanation, and people had to understand how the unit fitted within the company without assuming that every part of the customer relationship worked identically. The A$6.2 million integration expense also had to be recognised as work, not as a benefit created by the purchase price. I wanted those consequences retained because the alternative had a legitimate attraction: faster simplification might have made the combined proposition easier to present and organise.

The eighteen-month period was a defined initial treatment in the invented case. It was not a universal timetable for acquisitions or evidence that every difference could be resolved within that interval. Another business might need a different approach. What mattered was that the company could explain why the initial distinction helped its actual question and what work was being undertaken. A period becomes useful through its purpose and evidence, not because its duration sounds disciplined in a leadership profile.

I also kept the purchase capital separate from my personal delegation. The A$74 million was a company acquisition authorised through the appropriate capital process. My strategic support did not make it an amount I independently controlled. That distinction is easy to lose when an executive biography moves from describing involvement to claiming ownership of the transaction. A credible record should explain the leader's contribution without borrowing the full authority of every function that made the purchase possible.

## Judge combination through the work rather than the headline

The more useful test was whether the institution could explain how the capability contributed and what had actually changed. A combined company name or a larger reported total would not answer that question. The work required commercial and delivery leaders to understand relationships between the propositions, with finance retaining clear definitions. Strategy had to connect that evidence with the purpose of the acquisition and remain willing to revise an initially persuasive assumption if the actual work did not support it.

This approach does not reject a unified proposition. It asks that unity be earned through the substance of the offer rather than declared through a revenue label. A customer may value a broader relationship even where the supplier's activities retain different commercial patterns. The institution should be able to describe that relationship intelligibly without pretending that every part has become the same. The acquired business can remain distinct in relevant respects and still belong in a coherent strategic account.

All organisations, amounts and decisions here are invented. A real transaction account would require authorised evidence, verified financial definitions and care about what can be disclosed. The lesson I would carry forward is that a purchase should make sense before its differences are edited out. Explain the capability the company chose, preserve the nature of the work and describe the actual integration stage. A portfolio becomes more assessable when its leader can account for variety within the business, rather than make every acquisition look like an enlarged version of what was already there.