Question 1

How much does M&A advisory cost in Dubai?

Accepted Answer

Fees depend on deal size and complexity. Retainer-based engagements typically start from AED 50,000 for smaller transactions. Success fees are common for buy-side and sell-side mandates, usually structured as a percentage of deal value on a sliding scale.

Question 2

How long does a typical M&A transaction take in the UAE?

Accepted Answer

Most mid-market deals close in four to eight months. Simpler transactions with a single buyer can complete in three months. Complex cross-border or regulated-sector deals may take nine to twelve months depending on regulatory approvals and due diligence scope.

Question 3

What valuation methods do you use for UAE businesses?

Accepted Answer

We use discounted cash flow (DCF), comparable company multiples, precedent transactions, and asset-based valuations. The method depends on the business type, data availability, and the purpose of the valuation. Most reports use two or three methods for a triangulated range.

Question 4

Do I need SCA approval for mergers and acquisitions in the UAE?

Accepted Answer

Public company transactions require Securities and Commodities Authority (SCA) approval. Private transactions may need approval depending on the sector, foreign ownership thresholds, and whether the target operates in a regulated free zone like DIFC or ADGM.

Question 5

What is included in financial due diligence?

Accepted Answer

Financial due diligence covers revenue quality analysis, working capital normalisation, debt and debt-like items, off-balance-sheet liabilities, tax compliance review, and a net asset verification. The scope is tailored to deal size and industry.

Question 6

Can foreign investors acquire 100% of a UAE company?

Accepted Answer

Since the 2020 Commercial Companies Law amendment, foreign investors can own 100% of onshore UAE companies in most sectors. Certain strategic sectors still require an Emirati majority shareholder. Free zone entities have always permitted full foreign ownership.

Question 7

What is the difference between an asset deal and a share deal in the UAE?

Accepted Answer

In a share deal, the buyer acquires the company's equity and inherits all assets and liabilities. In an asset deal, the buyer selects specific assets and leaves unwanted liabilities behind. Share deals are more common in the UAE due to simpler transfer mechanics and licence portability.

Question 8

How do you handle valuations for family-owned businesses in Dubai?

Accepted Answer

Family businesses often lack audited financials and have owner-dependent revenue. We normalise earnings for personal expenses, adjust for key-person risk, and apply minority or control premiums based on the transaction context. We also address succession planning considerations.

Question 9

What due diligence is needed for a cross-border acquisition from the UAE?

Accepted Answer

Cross-border deals require financial, legal, tax, and commercial due diligence in both jurisdictions. We coordinate with local counsel in the target country and address transfer pricing, FX controls, and withholding tax exposure as part of the standard scope.

Question 10

Do you advise on management buyouts (MBOs) in the UAE?

Accepted Answer

Yes. We advise management teams on structuring MBOs, securing acquisition finance, negotiating with sellers, and valuing the business independently. We also help structure earn-outs and deferred consideration that align the interests of all parties.

Question 11

What is an earn-out and when is it used in UAE deals?

Accepted Answer

An earn-out is a portion of the purchase price paid after closing, contingent on the business hitting agreed performance targets. Earn-outs are used when buyer and seller disagree on valuation, bridging the gap by tying payment to future results.

Question 12

How do you value a startup or early-stage company in Dubai?

Accepted Answer

Startups are typically valued using comparable funding rounds, revenue multiples, and scenario-based DCF models. We also assess burn rate, customer acquisition cost, and market size to triangulate a defensible range for investors and founders.

Question 13

What is a virtual data room and do I need one for my deal?

Accepted Answer

A virtual data room (VDR) is a secure online platform for sharing confidential documents during due diligence. Every deal of meaningful size should use a VDR. We set up rooms with granular access controls, watermarking, and activity tracking for full audit trails.

Question 14

How does UAE corporate tax affect M&A deal structuring?

Accepted Answer

The 9% UAE corporate tax introduced in 2023 affects deal structure, pricing, and hold-co design. We model tax exposure for both buyer and seller, optimise for qualifying free zone benefits, and structure transactions to minimise tax leakage on both sides.

Question 15

Can SKIMBOX help with DIFC or ADGM entity acquisitions?

Accepted Answer

Yes. We advise on transactions involving DIFC and ADGM entities, including regulated financial services firms. We navigate the specific approval processes, capital requirements, and change-of-control notifications required by the DFSA and FSRA.

Question 16

What is a fairness opinion and when do I need one?

Accepted Answer

A fairness opinion is an independent assessment of whether a proposed deal price is fair from a financial perspective. UAE boards commission them for related-party transactions, public company take-privates, and deals where minority shareholders need protection.

Question 17

How do you value real estate companies or property portfolios in the UAE?

Accepted Answer

We use net asset value (NAV) based on independent property appraisals, discounted cash flow on rental income, and comparable transaction multiples. For developers, we also value the land bank and project pipeline based on projected sell-through rates.

Question 18

What regulatory approvals are needed for healthcare sector M&A in Dubai?

Accepted Answer

Healthcare deals typically require Dubai Health Authority (DHA) approval for licence transfers, plus SCA clearance for public targets. We manage the full approval timeline and coordinate document submissions with all relevant regulatory bodies.

Question 19

Do you help prepare businesses for sale in the UAE?

Accepted Answer

Yes. Our sell-side preparation includes financial clean-up, management reporting improvements, key contract review, and a vendor due diligence report. Proper preparation typically increases sale price by 15 to 25 percent and shortens deal timelines significantly.

Question 20

What is vendor due diligence and how does it help sellers?

Accepted Answer

Vendor due diligence is a report prepared by the seller before going to market. It identifies and addresses issues proactively, builds buyer confidence, accelerates the process, and gives the seller more control over the information narrative.

Question 21

How do you handle confidentiality during a sale process?

Accepted Answer

We use code names, staged information disclosure, and NDAs with liquidated damages clauses. Potential buyers receive a teaser document first. Detailed information is only shared after NDA execution and qualification of the buyer's financial capability.

Question 22

Can you advise on joint ventures and strategic partnerships in the UAE?

Accepted Answer

Yes. We structure JV agreements covering governance, profit-sharing, exit mechanisms, and deadlock resolution. We also advise on Economic Substance Regulations compliance and the optimal legal entity structure for the joint venture.

Question 23

What industries do you have the most M&A experience in?

Accepted Answer

Our strongest sectors are technology, healthcare, real estate, financial services, education, and consumer retail in the UAE and GCC. We also advise on industrial and logistics transactions where Dubai and Abu Dhabi are regional hubs.

Question 24

How does Sharia compliance affect M&A transactions in the UAE?

Accepted Answer

Sharia considerations can affect financing structure, interest-bearing debt assumptions, and permissible business activities. We work with Sharia advisory boards to structure compliant transactions using murabaha, ijara, or musharaka frameworks when required.

Question 25

What happens if due diligence reveals problems after signing an LOI?

Accepted Answer

LOIs in the UAE are typically non-binding on commercial terms. If due diligence uncovers material issues, the buyer can renegotiate price, adjust deal terms, request indemnities, or walk away. We help clients navigate these situations to protect their position.

Question 26

How do you determine the right time to sell a business in Dubai?

Accepted Answer

The best time to sell is when revenue is growing, margins are stable, and the business is not dependent on the founder for daily operations. We also track sector multiples and buyer appetite to advise on market timing for maximum value realisation.

Question 27

What information should I prepare before engaging an M&A advisor?

Accepted Answer

Prepare three years of audited financials, a current management accounts pack, a list of key contracts and clients, an organisational chart, and a summary of any ongoing disputes or regulatory matters. This helps us scope the engagement accurately.

Question 28

Do you provide litigation support valuations for UAE courts?

Accepted Answer

Yes. We prepare expert valuation reports for DIFC courts, ADGM courts, and UAE federal courts in shareholder disputes, divorce settlements, and partnership dissolutions. Our reports follow IVS standards and are structured for cross-examination.

Question 29

How do you handle goodwill valuation in UAE acquisitions?

Accepted Answer

Goodwill is the excess of purchase price over the fair value of net identifiable assets. We allocate goodwill in compliance with IFRS 3 and advise on impairment testing requirements. For tax purposes, goodwill treatment depends on the deal structure.

Question 30

Can you help restructure a failed acquisition or distressed deal?

Accepted Answer

Yes. We advise on deal restructuring, renegotiation of terms, distressed asset sales, and creditor negotiations. For businesses in financial difficulty, we also provide independent business reviews and turnaround advisory to stabilise operations before any transaction.

Question 31

What is the role of representations and warranties in a UAE SPA?

Accepted Answer

Representations and warranties are statements of fact by the seller about the business. They allocate risk between buyer and seller. Breaches can trigger indemnity claims post-closing. We negotiate balanced R&W schedules that protect our client's interests.

Question 32

How do Economic Substance Regulations affect deal structuring in the UAE?

Accepted Answer

ESR requires UAE entities conducting relevant activities to demonstrate adequate substance in the country. We ensure holding companies, IP-holding entities, and distribution businesses are structured to meet ESR requirements and avoid penalties post-acquisition.

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