Mergers & Acquisitions Advisory in Dubai

Where deals are won and lost financially

Most of what determines whether an acquisition works, or a sale realises its value, is settled before the contract is signed, in the financial analysis that either surfaces the problems or misses them.

A buyer who does not normalise the target’s earnings pays for profit that was not really there. A seller who goes to market without preparing is discounted for risks a buyer finds and prices. A deal structured without understanding the working capital the business needs leaves one side short after completion. A tax exposure not identified in diligence becomes the buyer’s problem on day one.

None of these are legal questions and all of them are financial. The lawyers draft the agreement that reflects the deal; the deal itself (what it is worth, what it is really buying, how it is structured) is financial work, and it is where the value is protected or lost.

Who needs M&A advisory in Dubai

Buyers acquiring a business or a stake, who need to understand what they are actually buying and what it is worth. Sellers preparing for a sale, who benefit enormously from finding and fixing the problems before a buyer does.

Businesses merging with another, where two sets of numbers have to be reconciled and a combined position understood. Partners buying each other out, where an independent financial view matters more precisely because the process is not arm’s-length. And investors taking a minority position who want to understand what they are joining.

What our mergers & acquisitions advisory involves

How we run it:

1. Establish the objective and the basis. A strategic buyer, a financial buyer and a partner buyout value the same business differently, and the analysis follows the purpose.
2. Value the business realistically, triangulated across methods, with the assumptions defensible rather than optimistic.
3. Run or review due diligence: quality of earnings, working capital, debt-like items, and in the UAE the tax exposures that follow the entity.
4. Normalise the earnings. Owner remuneration to market, related party transactions to arm’s length, one-offs removed, so the price rests on real profit.
5. Advise on structure: asset or share purchase, how consideration is paid, what is warranted and what is retained, from the financial and tax angle.
6. Model the combined or post-deal position, including the working capital the business actually needs after completion.
7. Support the negotiation with the analysis behind the numbers, and coordinate with the legal advisers who draft the agreement.

The UAE-specific findings that move a deal

Standard M&A analysis applies here as anywhere. What is distinctive is the tax layer, because three regimes arrived in quick succession and exposures follow the entity to the buyer:

• Unregistered group entities: a dormant or holding company never registered for corporate tax, with a penalty per entity
• Historic VAT exposure: a classification error repeated over years, which the buyer inherits
• Unprovided end-of-service liability: gratuity accruing since inception and appearing nowhere on the balance sheet
• Free zone status that will not survive examination, so the post-acquisition tax rate may not be the current one
• Owner remuneration well off market, materially distorting the earnings the price is based on
• Related party transactions with no agreements, both a tax exposure and a question about what happens after completion

Each of these is cheaper to find during diligence than after completion. For a buyer, finding them is what protects the price; for a seller, fixing them before a process is what preserves it. Either way, they are financial findings that change the deal.

Sell-side preparation is usually the better economics

Sellers commission this work far less often than buyers, which is the wrong way round given who bears the cost of a late finding.

A problem found by the buyer during diligence is a price reduction, a retention, or in a bad case a reason to walk. The same problem found by the seller three months earlier is something that can be fixed, or at least disclosed on the seller’s own terms with a remediation plan attached.

The arithmetic is stark. An unregistered entity fixed before a process costs a registration fee and a penalty. Found during diligence, it costs that plus whatever discount the buyer attaches to the discovery that the seller did not fully know what they owned, and that discount is frequently a multiple of the underlying number.

So the highest-return M&A work a seller can commission is the diligence on their own business, before the buyer does it less sympathetically. We would rather help a seller prepare over three months than defend a position they had not examined at the negotiating table.

What goes wrong

These are the failures we are brought in to correct, in rough order of frequency:

• Paying for earnings that were not normalised, and so were never really there.
• Going to market without sell-side preparation, and being discounted for findings the buyer surfaces.
• Skipping tax diligence in the UAE, where exposures follow the entity to the buyer.
• Structuring without understanding the working capital the business needs after completion.
• Treating M&A as purely a legal exercise, when the deal itself is financial.
• An owner’s value expectation never reconciled with the market until the negotiation.
• Relying on a broker paid to close for advice on whether the deal is good.

The timing

Buy-side, after heads of terms and before exclusivity expires, with time for findings to shape the agreement rather than being raised at signing. Sell-side, three to six months before going to market, so anything found can be fixed rather than merely disclosed.

For a partner buyout or a merger, before the terms are agreed, an independent financial view is worth most before positions harden, not after.

What our M&A advisory delivers

• A valuation on the appropriate basis for the deal
• Due diligence with findings and their transaction consequence
• Normalised earnings with adjustments explained
• A working capital analysis for the completion mechanism
• Structure advice from the financial and tax angle
• A post-deal or combined financial model
• Negotiation support, coordinated with legal advisers

What to have ready

Nothing exotic, and most of it you already have:

• Financial statements for the last three years
• Management accounts to the most recent month
• Details of the target or the transaction
• Tax registrations and filing history for all entities
• Related party transactions and owner remuneration
• Employment and end-of-service liability details
• Group structure, licences and constitutional documents

How we price M&A advisory in Dubai

Fixed fee or phased, scoped on the size and complexity of the transaction and the depth required. Diligence disproportionate to the deal helps nobody, so we scope after understanding what the transaction is and what it is protecting against.

We do not take a percentage of the deal value and we are not brokers, which is what lets us advise honestly on whether a transaction is a good one, including when the answer is that it is not.

Related

FAQs about mergers & acquisitions advisory in Dubai

Last reviewed 27 July 2026. Rates, thresholds and deadlines change, the e-invoicing provider deadline has already moved once. Confirm current requirements with the Federal Tax Authority before acting, or ask us to check your position.