Core insight
The overlap between two circles is the argument in most adjacency proposals, and no one has to say what is inside it. The test is narrower: which named asset makes the new business cheaper or better for you than for an entrant, what you will have to buy or build at entrant prices because nothing transfers, and what leaving will cost.
Why an adjacency is a claim about transfer
Every adjacency proposal says the same thing in different words: we already have the customer, the data, the distribution or the brand, so this business is ours to take. That is a claim that a strength transfers. It is testable, and it is rarely tested, because by the time the proposal reaches a board it has a sponsor, a name and a slide where two circles overlap.
The cost of skipping the test is not the purchase price. It is the second column: everything that does not transfer and has to be bought or built at entrant prices, with none of the claimed advantage, plus an exit that gets dearer every month it is not priced.
Which specific asset makes this business cheaper or better for us than for an entrant, and what is everything else going to cost us at an entrant's price?
Two questions, four positions
Two questions place any proposed adjacency. Does an asset you own actually transfer? Can you do the work the new business requires? Only one of the four answers is an adjacency in the sense the proposal means.
| Position | An asset transfers? | You can do the work? | What it actually is |
|---|---|---|---|
| Extend | Yes | Yes | The only position where the leverage argument survives the numbers. |
| Buy the gap | Yes | No | A capability purchase. Price it as one, never as a synergy. |
| Just a new market | No | Yes | Competent entry with no advantage. It has to clear the bar as a standalone. |
| A different company | No | No | You would be an entrant with a bigger balance sheet and a slower clock. |
The difference from diversification is the claim. An adjacency claims leverage; diversification claims none. If the leverage is not there, the move can still be right, but it should be judged as an ordinary investment and not carried by a synergy line.
Does the asset transfer? Name it, then look for the evidence
Amazon launched S3, its first commercial cloud-infrastructure service, on March 14, 2006. The storage and compute had been built for retail, so the asset was already paid for and already worked at scale: the marginal customer could be charged a margin on a cost Amazon was carrying anyway. That is transfer in its plainest form.
Uber shows what transfer looks like under stress. When the pandemic hit its rides business in 2020, it did not enter a new market; it moved resources to a delivery network it already ran, and exited eight unprofitable Eats markets in the same breath. Even so, Uber's Delivery segment ran a negative $873 million of Adjusted EBITDA in 2020 and turned its first positive quarter at $25 million in the fourth quarter of 2021. An asset that transfers still has a trough.
The New York Times bought Wordle on January 31, 2022 for what it described as "an undisclosed price in the low-seven figures." The asset that transferred was the subscription relationship: the game was a front door for people who would not pay for news first. By the first quarter of 2024 the Times had more single-product subscribers for non-news products than news-only subscribers. The catch is the price per head: the Games-heavy single-product cohort paid $3.36 in average revenue per user in the fourth quarter of 2025, down 6%, while bundle ARPU grew 3% to $12.92.
The claim fails when the asset is named but the customer does not move. Netflix formalized a games division in July 2021 and bundled mobile games at no charge, as "a strategy to keep subscribers engaged in between seasons of their favorite shows." By September 2023 Netflix games drew about 2.2 million average daily users, under 1% of about 247 million subscribers, and the executive who built the push left in March 2025.
Lululemon agreed in June 2020 to pay $500 million for Mirror, a wall-mounted fitness screen. Its chief executive said at the announcement, "It's not an acquisition simply to sell more apparel." The thesis was that the community would flow through the screen the way it flows through a yoga studio. In December 2021 Lululemon cut its Mirror sales guidance to $125 to $130 million, from $250 to $275 million.
Can you do the work? Price the capability gap as a purchase
Amazon tried to build care itself, through ventures such as Haven and Amazon Care, and then switched to buying. In July 2022 it agreed to acquire One Medical in an all-cash deal valued at $3.9 billion, and about a month after signing announced that Amazon Care would shut down at the end of 2022. What Amazon could not hire engineers to make was, as the case puts it, "a functioning, regulated, physician-staffed care delivery network with patient trust already baked in." The deal closed on February 22, 2023.
Best Buy bet that Geek Squad's install skill would carry it into home health. It paid $800 million in cash for GreatCall in August 2018 and added Critical Signal Technologies and Current Health, over $1.3 billion across three acquisitions. The install capability was real; getting the health system to pay was the gap. Best Buy recorded a $475 million goodwill impairment on its Best Buy Health unit in the quarter ending February 1, 2025, then $109 million of restructuring charges, and its chief executive said the at-home care business had "been harder and taken longer to develop than we initially thought."
Walgreens made the gap a one-way door. After a $1 billion first commitment in 2020, it announced on October 14, 2021 a $5.2 billion investment to raise its stake in VillageMD from 30% to 63%, targeting at least 600 co-located clinics by 2025 and 1,000 by 2027. Consolidation made every future cash need Walgreens' own. In the quarter ended February 29, 2024 it recorded a $12.369 billion goodwill impairment related to VillageMD, and it expanded planned clinic closures from 60 to 160.
What goes in the second column
List everything the new business needs that your named asset does not supply: the license, the clinicians, the payer contracts, the brand the new customer already trusts. Price each at what an entrant would pay for it, not at what it would cost you with the advantage. The capability gap is usually larger on a build than on a purchase, and it arrives more slowly, which is why it is easier to miss.
Price the exit before you go in
The exit is the number least often in the paper, and it moves every month it is not priced. McDonald's priced it from the start. It bought Dynamic Yield in March 2019, a price The Wall Street Journal reported as more than $300 million, to personalize its drive-thru menus, then announced in December 2021 that it would sell the business to Mastercard. McDonald's booked a $271 million pre-tax gain when the sale closed on April 1, 2022, and kept the capability as a service. The case reads it this way: "Owning a software business is a different job than running more than 40,000 restaurants."
A profitable exit can still be the expensive one. Kodak paid about $5.1 billion for Sterling Drug in January 1988, as a white knight against Hoffmann-La Roche rather than on a thesis about pharmaceuticals, and sold its health businesses in 1994 for over $7 billion. The case's verdict is that "The company chose the deal that would make money and ignored the one that would matter." Kodak filed for Chapter 11 in January 2012.
Sears ran the same pattern for twelve years. In October 1981 it agreed to buy Dean Witter for $607 million, days after buying Coldwell Banker for about $179 million, betting that a family that trusted Sears for appliances would trust it for stocks and mortgages. Sears' retail return on sales was already 36% worse than the industry median in 1981 and averaged 49% worse while it owned the financial firms. The divestiture announced in 1992 gave shareholders a further $1.113 billion, and Sears had permanently lost its position as the world's largest retailer.
Crocs shows the price of entering at the top. It agreed in December 2021 to buy HeyDude for an announced $2.5 billion, at what management called "less than 15x EBITDA" on HeyDude's 2021 earnings, financing the cash with a new $2.0 billion term loan. HeyDude revenue fell 13.2% to $824 million in 2024, and in 2025 Crocs took $738.1 million of impairments on HeyDude trademarks and goodwill and reported a net loss of $81.2 million. An exit priced at entry would have shown how much of the price was the pandemic-era growth curve.
What these cases show
Each case is drawn from the Stratrix case library and checked against the filings and reporting listed under Sources. The last column says what each one does not establish.
| Company | Where it sat | What happened | What it does not establish |
|---|---|---|---|
| Amazon S3, 2006 | Extend: retail infrastructure rented out | Launched March 14, 2006 as the first commercial cloud-infrastructure service | That infrastructure built for one business usually sells to others |
| Uber Eats, 2020 | Extend: an existing delivery network | Delivery Adjusted EBITDA negative $873 million in 2020; first positive quarter at $25 million in 2021 | What delivery would have earned without the pandemic |
| New York Times, 2022 | Extend: the subscription relationship | Games-heavy single-product ARPU of $3.36 in 2025 against $12.92 for the bundle | Whether the front door converts enough people into the bundle |
| Netflix, 2021 | Claimed transfer of the subscriber base | About 2.2 million daily game users, under 1% of subscribers, by 2023 | That games cannot work for Netflix later |
| Lululemon, 2020 | Brand claimed to transfer into hardware | Mirror guidance cut to $125 to $130 million in 2021 | What a partnership would have earned instead |
| Amazon One Medical, 2022 | Buy the gap: care delivery | $3.9 billion all-cash deal closed in 2023 after Amazon Care was shut | Any return on the purchase |
| Best Buy, 2018 | Buy the gap: home health | $475 million goodwill impairment in 2025; Current Health sold back | Whether a different payer model would have worked |
| Walgreens, 2021 | Buy the gap, consolidated | $12.369 billion goodwill impairment in 2024; closures raised to 160 | How much a staged minority stake would have saved |
| McDonald's, 2019 | Buy to learn, then sell | $271 million pre-tax gain on the sale to Mastercard in 2022 | What the capability added to drive-thru sales |
| Kodak, 1988 | A different company | Sterling bought for about $5.1 billion; health businesses sold for over $7 billion in 1994 | That the deal caused the missed digital transition |
| Sears, 1981 | A different company | A further $1.113 billion to shareholders on the 1992 divestiture; retail return on sales 49% worse than the median | That focus alone would have kept the retail crown |
| Crocs, 2021 | Price paid at the top | $738.1 million of HeyDude impairments and a net loss of $81.2 million in 2025 | How the brand would have done under its founder |
Running the decision
A sequence for the team bringing the proposal
Name the asset
One owned asset per line: the customer, the data, the distribution, the brand, the infrastructure. A sentence that names none is not a leverage claim.
Find the evidence it transfers
Look for customers in the new business who already behave as if the asset mattered. If the only evidence is the overlap on a slide, treat the answer as no.
Answer the second question honestly
Can your people do the work the new business requires? If not, you are buying a capability. Price it as a purchase, never as a synergy.
Price the second column
Everything that does not transfer, at an entrant's price. Then compare the move to an entrant's version of the same move: what is left is the leverage premium.
Price the exit on day one
What a buyer would pay, how fast that thins, and what you would keep as a service if you sold. Decide in advance the result that would make you leave.
Run the floor case
Set the transfer to zero. If the move still clears the bar as a standalone, approve it as an investment. If it does not, the whole case was the synergy line.
What this method cannot tell you
Adjacency outcomes are explained after the fact by people who were not indifferent about them, and no counterfactual exists for any of the cases above. The cases support recognizing a mechanism: an asset named but not tested, a capability bought as if it were a synergy, an exit nobody priced. They cannot support a success rate, and this page does not claim one.
It also does not tell you whether the new market is attractive. It tells you whether you have an advantage in it, what the missing pieces will cost, and what leaving will cost if you are wrong.
Questions
What is an adjacent market expansion?
A move into a business next to your current one, justified by a claim that something you already own, such as the customer, the data, the distribution or the brand, makes the new business cheaper or better for you than for an entrant.
What is the difference between adjacency and diversification?
An adjacency claims leverage: that an owned asset gives you an advantage in the new business. Diversification claims none. If the leverage test fails, the move should be judged as an ordinary investment that has to clear the bar on its own.
Should we build or buy our way into an adjacent market?
The transfer question is the same either way. What differs is the capability gap: on a build it is usually larger and arrives more slowly. Amazon tried to build care with Amazon Care, then agreed to buy One Medical for $3.9 billion and shut Amazon Care down.
How do you know whether a strength will transfer to a new market?
Name the specific asset and look for customers in the new market who already behave as if it mattered. Netflix bundled games for its subscribers at no charge, and by September 2023 under 1% of them played daily.
When should you exit an adjacency?
Decide the exit condition before you enter, and price what a buyer would pay. McDonald's bought Dynamic Yield in 2019 and sold it to Mastercard with a $271 million pre-tax gain in 2022, keeping the capability as a service.
Continue learning
Sources & further reading
- Amazon.com Press Center (2006). Amazon Web Services Launches 'Amazon S3'.
- Uber Technologies, Inc. (Form 10-K) (2021). Form 10-K for the fiscal year ended December 31, 2020.
- Uber Technologies, Inc. (2020). Form 8-K (Q1 2020 Earnings Press Release).
- Uber Technologies, Inc. (2022). Uber Announces Results for Fourth Quarter and Full Year 2021.
- Variety (2022). New York Times Buys Wordle for a Price in the 'Low-Seven Figures'.
- Sherwood News (2024). The New York Times is a games company with a newspaper side hustle.
- A Media Operator (2026). NYT Saw Bumper Digital Ad Growth in Q4, but Bundle, Family Plan Growth Decelerated.
- CNBC (citing Apptopia data) (2023). Netflix aims to 'crawl, walk, run' when it comes to video games. It's still crawling.
- GameSpot (2025). Netflix Gaming And Generative AI Chief Has Left The Company.
- CNBC (2020). Lululemon to acquire at-home fitness company Mirror for $500 million.
- SGB Media Online (2023). Report: Lululemon Exploring Sale Of Mirror Fitness Platform.
- About Amazon (2022). Amazon and One Medical sign an agreement for Amazon to acquire One Medical.
- Healthcare Dive (2023). Amazon closes $3.9B buy of One Medical.
- GeekWire (2022). Internal memo: Amazon Care to shut down, 'not a complete enough offering' for corporate customers.
- Best Buy Co., Inc. (Form 8-K) (2018). Best Buy Acquires GreatCall, A Leading Connected Health Services Provider.
- Best Buy Co., Inc. (Form 8-K) (2025). Best Buy Reports Fourth Quarter Results (Q4 FY25).
- Healthcare Dive (2025). Best Buy restructures health unit.
- Healthcare Dive (2020). Walgreens invests $1B in primary care clinics with VillageMD deal.
- VillageMD / Walgreens Boots Alliance (2021). Walgreens Boots Alliance Makes $5.2 Billion Investment in VillageMD.
- Walgreens Boots Alliance, Inc. (Form 10-Q) (2024). Form 10-Q, FY2024 Q2.
- Fierce Healthcare (2024). Walgreens narrows profit outlook for 2024, takes $6B hit in Q2 from VillageMD investment.
- McDonald's Corporation (2019). McDonald's to Acquire Dynamic Yield.
- QSR Magazine (citing The Wall Street Journal) (2019). McDonald's Spends $300M on Startup Dynamic Yield.
- McDonald's Corporation (Form 10-Q) (2022). McDonald's Reports Second Quarter 2022 Results.
- Restaurant Dive (2021). McDonald's sells AI tech firm Dynamic Yield to Mastercard.
- UPI Archives (1988). Sterling Drug Inc. agreed Friday to be acquired by....
- Eastman Kodak Co. (SEC filing) (1994). Form 8-K (FY1994).
- Eastman Kodak Co. (Form 8-K) (2012). Form 8-K (FY2012).
- UPI Archives (1981). Sears to acquire Dean Witter for $607 million.
- Journal of Financial Economics (1999). Value creation and corporate diversification: the case of Sears, Roebuck & Co..
- Fortune (2021). Sears' seven decades of self-destruction.
- Crocs, Inc. (Form 8-K) (2021). Crocs, Inc. press release dated December 23, 2021.
- Crocs, Inc. (2021). Definitive Agreement to Acquire HEYDUDE: Investor Call Transcript.
- Crocs, Inc. (Form 8-K/A) (2022). Pro Forma Narrative, FY2022.
- Crocs, Inc. Investor Relations (2026). Crocs, Inc. Reports Fourth Quarter and Full-Year 2025 Results.
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See this framework in the wild.
Follow it across the companies and lenses where it actually shaped the strategy.