Mergers & Acquisitions

Mergers and Acquisitions (M&A) are the processes by which two or more companies combine into one. However, the two approaches are slightly different.

Mergers happen when two companies join together, usually because they are around the same size and understand the advantages of joining forces. These advantages may include the ability to increase sales, capabilities, or efficiencies. When companies agree to merge, they approach the terms of the deal in a friendly and mutually agreed-upon manner as they will be equal partners in the new enterprises

On the other hand, an acquisition happens when one company purchases another business and brings it into its operations (or “acquires” it). Depending on the relationship between the companies, an acquisition can sometimes be a friendly process, but it can also potentially be hostile. Unlike during a merger, the two companies will not be equal partners in a new enterprise, one of them will come into the fold of the other one.

Ultimately, the result of these processes is the same; however, the relationship between the organizations will be different depending on whether a merger or acquisition transpired. Utilizing company formation services is recommended for both mergers and acquisitions.

There are many reasons why companies would decide to do a merger or an acquisition; however, usually, it has to do with being more efficient or expanding capabilities. For example, by combining into one organisation, a business can benefit from an increased economy of scale or market share – this is especially true if they are in the same industry.


Other frequent benefits include expanded distribution capabilities because a merger or an acquisition often broadens a company’s geographic reach, network, or service area. Furthermore, reducing staffing redundancies can help decrease labour costs. Not to mention that by expanding the labour pool from which they can draw, a company can benefit from improved labour talent.

Finally, after a successful merger or acquisition, companies should find themselves in an enhanced financial situation as combining the finances of two (or more) companies is usually more beneficial than each standing alone which, in turn, allows for new investments and opportunities.

Regardless of whether it is a merger or an acquisition, there are a lot of moving parts that have to happen before the process is completed. For this reason, there are plenty of other services that should also be part of the overall process. Some of these include:

  • Financial, Tax, Technology & Legal Due Diligence: identifies and examines any risks related to a potential transaction.
  • Business Restructuring: the objective is to protect your investments, maximize recoveries and enhance a company’s financial performance – includes Financial Restructuring, Organization Restructuring, Divestment and Spin-offs, Debt Restructuring, Cost Reduction, and Legal Restructuring.
  • Transaction Valuation: ascertains the value of your assets and drive your company’s business goals – includes Transaction Valuations, Financial Reporting Valuations, and Portfolio Valuation Advisory.
  • JV/Share Purchase & Subscription Agreement: provides the legal framework for the sale.
  • Private Equity, Debt & Equity Syndication: effective strategies to help maximize capital and gain deeper insight into the nature of transactions:
    – Private Equity Funding includes Collateral Preparation, Investor Shortlisting, Commercial Term Sheet, and Due diligence and closure.
    – Debt Syndication includes Growth Financing, Bridge Funding, and Asset Financing.
     – Also can include Project Identification & Feasibility, Risk Analysis, Financial Modeling, Evaluation of Funding Options, and Negotiating Terms Sheet.
  • Deal Sourcing/Partner Search: identifying key strategic partnerships.
  • Post-Merger Integration: strategic solutions to make the post-transaction integration process successful.
    – Services include: Integrating strategy and approach; Setting up the integration programme ; Developing and validating the synergy case and realizing it; Developing a blueprint for the new entity’s management structure; Mobilizing and coordinating the project teams.

When it comes to business, some level of risk is unavoidable; however, you want to be mitigating it as much as possible and ensuring that you have a comprehensive understanding of what you are getting yourself into – particularly when it comes to mergers and acquisitions. For this reason, it is highly recommended that you use risk advisory services. In order to make the most of your merger or acquisition, you need to be able to recognize and control risk as efficiently as possible in order to realise the full potential of the new organisation. Risk advisory services will also aid you in maximizing your value creation while protecting the interests of the various stakeholders.

If you are considering a merger, acquisition, or joint venture, you want to make sure you are doing everything you can to set your organisation up for success. To ensure that you are well positioned to achieve all your key strategic objectives, reach out to our dedicated Mergers and Acquisitions (M&A) strategists today to learn how we can create a tailored solution for you

Business Transformation

Business transformation refers to clear, strong, and strategic fundamental changes that a business organisation undertakes to scale, grow, develop, change direction, or become more efficient. A business organisation can transform its business processes, personnel, information, and technology, among other areas. The goal is to accelerate organizational growth or development.

Change is the common denominator in business transformation strategy. A change or a set of changes are instituted in the organisation. For instance, after an internal quality audit, an organisation may need to extensively overhaul its quality management systems. This is to bring about desired outcomes that the organisation wouldn’t realise otherwise or speed up developments that would have occurred naturally but slowly.
Traditionally, transformation initiatives focus on productivity and differentiation. Organizations change how they make products or provide services – and the processes underpinning these products and services – to produce or serve more at less cost and effectively differentiate themselves from the competition

Ultimately, organizations consult professional corporate service providers for guidance on transformative strategies that will let them gain a more significant market share and achieve higher profit margins, shorter turnaround times and faster time to market, or cheaper production costs and more affordable resources, among others. Today, however, companies may also implement transformative business strategies to change their organisation’s identity, core values, and purpose to align themselves with their markets’ shifting values and take advantage of fresh opportunities. 

Organizations have different pain points. As such, there is no set template an organisation can follow to achieve strategic business transformation. However, in its quest to transform itself, an organisation typically focuses on strategy and transformation in a few or all of the following areas: processes, technology, culture, and organisation.

Process Transformation : In this business transformation strategy, business processes are changed or updated, such as by shifting to agile methods. Typically, the organisation optimizes and automates the procedures that will make the most
difference or have the most effect on the organisation.

Technology TransformationOrganizations can use data and technology to add value to their organisation. For instance, an organisation might use an upgraded marketing technology stack to centralize data and equip teams with real-time, relevant data. They can then use this data to innovate their marketing campaigns, leading to better retention and higher customer acquisition rates.

Cultural Transformation:
The organisation identifies the type of culture it wants then begins to institute practices that will help the company culture evolve organically. For instance, a company that wants a culture of sustainability may have
monthly earth hours, provide carbon footprint reduction rewards, and encourage remote work.

Organizational Transformation:
An organisation can change its structure from the conventional hierarchical structure to something flatter. They may trim down the middle management layer, give people direct access to company executives, and put
measures in place to make company executives more transparent.

 

Business transformation analysts, also known as business transformation specialists and business transformation consultants, specialize in helping organizations achieve their business transformation strategy
objectives. They act as coaches and facilitators, and help businesses plot and implement their strategies.

Business transformation consultants begin by understanding an organisation’s current state. They might spend time studying the company’s financials, providing stock audit services to account for its inventory,
getting a handle on its assets, liabilities, products, and services, and discerning how it makes money. They might also spend some time getting to know its processes, culture, organizational structure, and technology.
Armed with extensive knowledge about the organisation and the company’s vision or transformation goals, the business transformation consultant can now recommend transformational strategies. They also work
with the organisation to translate these strategies into actionable measures and ensure these are implemented

An example of a measure a business transformation analyst may recommend is a dramatic reallocation of resources. For example, they may suggest expanding a factory that generates 80 per cent of the company’s profits and closing down one that contributes less than 5 per cent, or they may urge reallocating marketing spend from TV broadcast networks to social media content creators.

The strategy and transformation consultant can also recommend measures like Dubai company formation, which will place one-third of the world’s population within a four-hour flight reach or two-thirds within eight. Other recommendations can involve a systematic and disciplined mergers and acquisitions program and above-industry average capital investment.

Our expert and experienced team of UAE business transformation strategy consultants can help you devise your organisation’s strategy and transformation programs. We can provide a strategic review, conduct feasibility studies, assist you in entering the UAE or GCC market, and make process improvement and organizational transformation recommendations.

Business set-up

To set up a business in the country, you should think about the industry you want to enter first and foremost. From there, use the following steps as a guide for the entire process:


Step #1: Choose a legal structure.
Besides the industry, you also need to decide on a legal entity you want to put up. See available options below.

Step #2: Pick a trade name.
Once you have an initial list, check with the free zone authority or the Department of Economic Development (DED) to narrow down potential trade names you can use.
Aside from the availability, you also need to verify whether the name complies with the following requirements:

  • Does not violate the public morals or order in the country
  • Is followed by its legal form (e.g., FZE, LLC, DMCC, etc.)
  •  Is compatible with the legal status and required type of activity you selected
  • Does not contain names or logos of any governing authority, religion, or any external body

Step #3: Apply for a business license.
Prepare the requirements for business licensing in the UAE based on the type of activity your business will engage in.
 – Commercial License – issued for companies that will engage in trading activities
– Industrial License – reserved for firms focused on manufacturing and industrial activities
– Professional License – used by professionals, artisans, craftsmen, and other service providers

Step #4: Get an office space. In the UAE, a physical office is mandatory for most types of businesses.
In free zones, you can choose between buying or leasing an office. The required floor area will depend on the company’s activities, number of employees, and respective free zone rules.
For example, the DMCC options include a flexi desk (20 to 30 square meters), a flexi office (200 to 265 square meters), or multiple offices with up to 2,000 square meters each (for every floor). For the Dubai Airport Free Zone, you can choose from the following packages:
– Office Packages
– Smart Desk Office Packages
– Executive Office Packages

Company setup costs in the UAE fluctuate because of the fees to be paid, so a fixed rate is unlikely.
This is where business setup services are most helpful. Consultants from CBA are experienced and very familiar with levied charges during the initial stages and any updates on governmental
service fees. We also provide consultancy services and advice to help you save on any unwanted disbursements.
Other factors that affect business setup costs include:

  • The nature of the business
  • The chosen jurisdiction
  • Any certifications and approvals required

Yes.
Changes in the policies announced in 2020 removed the need for an Emirati sponsor owning 51 percent of company shares for certain industries. This replaces the 2015 Commercial Companies
Law No. 2, which stated that foreign shareholders could only own up to 49 percent of total company shares.

However, some industries are exempted from this, including the telecommunications and transport and energy and hydrocarbons sectors.

There are five primary business setup options available in the UAE, namely:

  1. Mainland Limited Liability (LLC)
    A limited liability company should have between two to 50 shareholders, each liable for only a percentage of the overall company shares.
    Profits or losses therein are divided amongst them based on their respective holdings.
    Mainland LLCs are companies licensed by the DED of the emirate it will be registered in. These firms can operate both in the local and
    international markets without any restrictions.
  2. Free Zone
    Free zone company formation in Dubai and other emirates in the UAE is incorporated within their respective jurisdiction. A company can
    conduct business within the free zone they are registered in as well as outside the country.
  3. Sole Proprietorship
    This is the type of company owned by a single individual who also has full control of the business’s profits and operations. Anyone – both
    foreigners and locals – can set up such a company, but only GCC and UAE nationals are allowed to run an industrial or commercial firm.
  4. Civil Company
    This company is run by accountants, lawyers, doctors, and other professionals. However, professionals from other countries still need an
    Emirati partner for this type of legal business setup (Civil company is similar to the Sole proprietorship and comes into existence if more
    than one partners are involved)
  5. Freelance
    A freelance business in the UAE is registered in a Free Zone by submitting an application form, bank reference, a curriculum vitae, and a
    notarized Registry Identification Code Form.
    Our dedicated team of experts are experienced in company setup and formation across a wide range of industries and are well-versed in
    accomplishing the task both remotely and onsite. Talk to our CBA Corporate Services experts for a hassle-free business setup in the UAE