Professional Documents
Culture Documents
Mena Ma 2023
Mena Ma 2023
2023
Contents
Foreword 3
Key findings 4
M&A activity 5
M&A outlook 8
Conclusion 24
Methodology What was the value of your most recent MENA M&A deal? (Select one)
Foreword
Despite growing global macroeconomic headwinds, merger
and acquisition activity in the MENA region remains vibrant
The Middle East & North Africa (MENA) Innovation Index 2022, ranking in seventh
has much to offer corporates and financial place globally and first place in MENA.
investors in pursuit of M&A. The region is Areas of excellence include cybersecurity
increasingly opening its doors to foreign and Artificial Intelligence (AI) for advanced
direct investment (FDI) and growing more data analytics and automation. These
diverse in the number and types of deal technologies are only becoming more
opportunities that are available. critical in today’s frenetically paced
business environment.
Infrastructure and energy assets have always
been in deep supply. Recognising its over- Underlying all of this, the region has enviable
reliance on oil and the need to diversify its rates of growth. The World Bank estimates
economy, the United Arab Emirates (UAE) that GDP will rise by 5.5% through 2022,
has set about cutting red tape to attract lifted by high hydrocarbon prices, before
FDI. Dubai has long-since established itself settling back down to 3.5% in 2023. This
as the Middle East’s foremost business hub compares with projected global growth rates
and is already home to many multinational of 3.2% this year and 2.7% in 2023.
corporations. This year, the government
announced plans to double the size of It should be noted, however, that MENA is
its economy by 2030 and will more freely diverse and this performance is expected to
issue commercial licences and work visas be uneven. As net oil exporters, Saudi Arabia,
and open up access to capital markets and the UAE and the rest of the Gulf Cooperation
the banking system among other initiatives Council members are the largest beneficiaries
to make this goal a reality. On announcing of the buoyancy in commodity markets which
the changes in July, trade minister Thani Al are seeing their fiscal capacity balloon from
Zeyoudi told a press conference that: “We’re windfall state revenues. This is important in a
moving from a regional hub to a global hub. region that sees high rates of investment from
We’re competing with the big, big boys now.” government entities. Net oil importers such
as Morocco and Tunisia, meanwhile, will see
Saudi Arabia is competing hard with the UAE lower growth and widening public deficits as
to attract foreign capital and companies they contend with higher energy costs.
are showing strong interest in establishing
a presence in the Kingdom, the largest For this report, we engaged with strategics
economy in the Middle East, as it continues and private equity firms active in dealmaking
to modernise. On 7 April, the Saudi Ministry in the region to understand where they see
of Investment announced it is drafting a the largest M&A opportunities right now,
new investment law to promote competitive what is motivating them to invest in MENA
neutrality and ensure equal opportunities and what they expect from this market in a
and the fair treatment of direct investments post-pandemic world adjusting to inflationary
made by foreign and local investors. pressures and tightening financial conditions.
3
Key findings
MENA M&A Outlook 2023
1.
2022 is on course to have another stand-out year following 2021’s record-breaking M&A
figures of USD 131 billion total deal value across 500 transactions. Q1 2022 was the highest
quarter on record for MENA M&A volume at 139 deals.
2. 3.
66% of respondents based in MENA say The UAE and Saudi Arabia are highlighted by
that they expect the level of ESG-related 77% and 76% of respondents respectively
regulatory scrutiny within MENA to increase for being MENA countries they expect will
in the next three years, while 73% of those most likely see some of the fastest growth in
based outside of MENA feel the same. M&A deal activity over 2023.
4. 5.
63% of those based in MENA expect oil Joint ventures are seen as one of the most
and gas to see some of the fastest growth attractive types of investment for 73% of
in M&A activity in MENA over 2023. When corporate MENA buyers and 60% of PE
asked about where they plan to invest, MENA buyers.
however, TMT, industrials and chemicals, and
consumer and retail were the top sectors.
4
M&A activity
M&A activity
The first three quarters of 2022 has seen M&A activity in
the MENA region outstrip all previous annual records
This year has put in a scorching performance by available to deploy at attractive valuations in the region
historic standards. Q1 2022 was the highest quarter and abroad,” says Omar Momany, a partner at Baker
on Mergermarket record (since 2006) for MENA M&A McKenzie , and co-head of the UAE Corporate/M&A
volume at 147 deals, pushing the first nine months of practice. “But inbound M&A activities will likely slow due
the year to 370 transactions. This is well above any full to the global slow down and financing pressure.”
year on record, notwithstanding last year’s breakout
performance. The total deal value reached USD 86bn Mirroring the global trend, technology, media and
over the period, putting 2022 on track to be one of the telecommunications (TMT) has by far been the strongest
three highest-value years on record. performing sector in terms of volume between 2021-
2022 year-to-date, with 333 deals, nearly four times the
There have been signs of a slowdown more recently, next closest sectors, which were industrials and chemicals
although MENA’s M&A market is showing resilience. and business services, each with 87 deals. TMT also led
“The continuous increase of interest rates and the cost on deal value with USD 68.9bn invested over the same
of borrowing is likely to impact acquisitions in some period, although it was a much closer race—the oil and
sectors. Other sectors like the oil and gas, education, gas sector recorded USD 58.4bn during this timeframe.
hospitality and high-end consumer goods and
companies that continue to benefit from the oil price This concentration of TMT deals follows the fact that
like sovereign wealth funds and state-backed companies Israel has been a nest of M&A activity, the country
might be a net beneficiary and seem to have cash being a technology and innovation epicentre. The
600 150
500
120
400
Deal value (USbn)
90
Volume
300
60
200
30
100
0 0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 YTD
5
MENA M&A Outlook 2023
MENA M&A volume by sector, 2021-2022 YTD MENA M&A deal value by sector, 2021-2022 YTD
Technology, media and telecommunications (TMT) Technology, media and telecommunications (TMT)
333 deals USD 68,906m
Leisure Leisure
29 deals USD 1,718m
Agriculture Agriculture
10 deals USD 639m
Defence Defence
3 deals USD 162m
MENA M&A volume by country MENA M&A deal value, PE vs. non-PE
Bahrain 7 8 14%
2018 5% 95%
Qatar 5 9 80%
Jordan 4 9 125% 2019 10% 90%
Tunisia 8 3 -63%
2020 16% 84%
Algeria 9
Iraq 2 6 200% 2021 43% 57%
Lebanon 4 2 -50%
2022 9% 91%
Syrian Arab YTD
1
Republic
Iran 1
PE Non-PE
Libya 1
6
M&A activity
country saw 485 deals in 2021-2022 total, a gain of no Jebel Ali Free Zone and the National Industries Park,
less than 87% on the previous 2019-2020 period and which are of strategic importance given their role in
value of USD 93.8bn, up 195% over the same period. enabling the flow of trade in the growing region.
The country also claimed eight of the top 20 MENA
M&As in 2022 to date. One of the largest of these, Israel and the UAE, while presenting very different
and the largest TMT M&A across the entire region, opportunity sets, are the clear M&A leaders in MENA.
bore all the hallmarks of Israel’s strengths. In February, Of the 930 acquisitions made between 2021-2022
Intel Corp paid USD 5.8bn for Tower Semiconductors, across the whole region, 73% involved targets
plugging gaps in the US semiconductor manufacturer’s situated in the two countries. Private equity seized
chip fabrication activities. Another TMT M&A milestone upon a great many of these opportunities last year
came when Unity, owner of one of the most dominant and invested ample sums of capital. PE buyouts in
video games development engines, took control MENA accounted for 43% of all M&A value within the
of Tel Aviv’s Ironsource, which serves the so-called region in 2021, a far higher proportion than that seen
app economy, enabling companies to monetise and in previous years. Software has been a major play for
distribute their apps as widely as possible. financial sponsors for some time and tech-centric
funds have been taking a keen interest in what Israel
The UAE similarly saw a substantial leap in deal has to offer. A case in point, Turn/River Capital paid
volume, with a 79% jump to reach a total of 190 over USD 571m for Israeli security software firm Tufin earlier
2021-2022 YTD. However, aggregate M&A value this year. However, deals with corporate buyers have
in the country was down by 40% to USD 41.1bn. A been notably more dominant in 2022 so far, with PE
consortium including South African holding company investment retrenching to pre-pandemic levels. This
Remgro, Switzerland’s MSC Mediterranean Shipping pullback has coincided with a sweeping valuation
and France’s SAS Shipping Agencies Services made reset for software and other technology-related
the largest deal with a USD 5.1bn takeover of Al Noor assets in particular.
Hospitals, the largest private integrated healthcare
provider in Abu Dhabi. Canadian pension fund Caisse
de Depot et Placement du Quebec made a similarly
sized deal when it acquired a bundle of transportation
assets comprising a 22% stake in the Jebel Ali Port,
7
M&A outlook
MENA M&A Outlook 2023
account for more M&A than financial sponsors. Private equity and venture capital firms within MENA
61%
32%
However, private equity played a major role last year and Corporates outside of MENA
the MENA financial sponsor ecosystem continues to 29%
flourish. 47% of respondents overall anticipate local PE 58%
and VC firms to be the most active buyer type in 2023, Private equity and venture capital firms outside of MENA
12%
rising to 61% of MENA dealmakers who foresee this. 55%
Sovereign wealth funds within MENA
The next most active buyers are predicted to be foreign 27%
corporates and sponsors, respectively cited by 44% 19%
and 34% of the whole survey sample. Notably, there is a Sovereign wealth funds outside of MENA
1%
gap in expectations depending on where investors are
0%
based. Those within MENA expect their counterparts to
be the most active and vice versa.
MENA Outside MENA
Sovereign wealth funds (SWFs) are expected to be the
least active buyer type. These investors have immense
firepower, with the eight largest Middle Eastern SWFs
managing a combined USD 3tn in assets, though they
are relatively small in number. They are also increasingly
allocating to private equity funds as a means of
financing conditions.
flowed into these buyers’ coffers and they are eager to
diversify their holdings as global energy consumption
gradually transitions away from fossil fuels. “These buyers
have large capital reserves and, unlike foreign buyers, Mohammad Al Rasheed, Legal Advisors Abdulaziz Alajlan & Partners in association
are also less reliant on debt amid tightening financing with Baker & McKenzie Limited
conditions. They can fund very large deals even if they
don’t account for the majority of M&A volume,” says
Mohammad Al Rasheed, Legal Advisors Abdulaziz Alajlan
& Partners in association with Baker & McKenzie Limited.
8
M&A outlook
Target region
More than two in five (42%) of In which country did your most recent MENA M&A deal target originate? (Select one)
respondents based outside of
MENA say the target of their United Arab Emirates 28%
42%
most recent MENA M&A deal Saudi Arabia 13%
21%
was based in the UAE, with Saudi Israel 13%
Arabia (21%), Israel (20%) and 20%
Egypt 23%
Egypt (9%) following by quite 9%
a distance. The UAE, the fourth Qatar 5%
2%
largest MENA economy, presents Oman 4%
2%
plenty of opportunities and even Morocco 3%
2%
more so since the government’s 4%
Kuwait
steps last year to liberalise foreign
Bahrain 2%
investment. As part of its efforts to 1%
diversify its oil-based economy, the Jordan 2%
UAE Ministry of Economy loosened Algeria 1%
its regulations, allowing 100% Libya 1%
foreign ownership in domestic
Malta
onshore companies that are based 1%
in 40 designated free zones. This Tunisia 1%
The UAE and Saudi Arabia are the In which MENA countries do you expect to invest over the next year?
two countries where respondents (Select all that apply)
expect to see the fastest growth in
M&A over 2023—each country is United Arab Emirates 65%
chosen by at least three quarters of Saudi Arabia 53%
respondents. Egypt and Israel are Egypt 40%
also expected to see relatively fast Israel 37%
growth in deal activity according Qatar 32%
to 66% and 59% of respondents, Kuwait 20%
respectively. Aligned with this bullish Jordan 17%
sentiment, the UAE and Saudi Oman 15%
Arabia are also among the countries Morocco 14%
where respondents are most likely Bahrain 13%
to make their next deal. Two-thirds Algeria 6%
expect to make a deal in the UAE
Tunisia 5%
in the coming year, while over half
Georgia 2%
(53%) expect to clinch a deal in
Malta 1%
Saudi Arabia in 2023.
9
MENA M&A Outlook 2023
On average, how overvalued or undervalued do you consider targets based in the following regions to be? (Select one for each)
100% 2% 2% 1% 5% 1%
14% 13% 14%
24%
30%
80% 38% 44%
43%
33% 36%
43%
60% 33%
40% 54%
40% 54% 29% 38%
30% 26% 48%
20%
18%
14% 13% 12% 13% 17%
7% 3% 1% 7%
0%
North Africa South America Central and Sub-Saharan Western Europe Asia North America Middle East
Eastern Europe Africa
In which MENA country do you believe targets are the most undervalued? (Select up to five countries)
41% 42%
42% Jordan 41%
37% 35%
44% Malta 46%
35% 35%
35% Georgia 35%
34% 30%
35% Algeria 39%
36% 37%
32% Tunisia 31%
26% 29%
28% Morocco 25%
24% 23%
29% Oman 30%
18% 16%
21% Bahrain 23%
13% 18%
17% Kuwait 12%
4%
2% Egypt 6%
1% Israel 1%
Asset valuations M&A in Jordan, Tunisia or Malta, while 42% and 37%
With so much interest in these two markets, competitive of PE firms see Jordan and Tunisia, respectively,
tension will inevitably drive up valuations compared with as two of the most undervalued deal markets in
other parts of the MENA region. In this respect, there is the broader region. For corporates, 46% see Malta
a clear gulf between the Middle East and North Africa, as being home to some of the most undervalued
the latter having a smaller M&A market. companies for potential acquisition.
This fact could present a compelling buying Perhaps most importantly, a number of respondents
opportunity for acquirers willing to put in the observe that MENA as a whole represents a compelling
groundwork, with North Africa and Sub-Saharan Africa value play compared with larger, more established
being the two regions that respondents see as the M&A markets that have far more deal participants
most undervalued. Over two-thirds (68%) say North vying for deals. In the likes of North America and
African targets are attractively priced, while 61% Europe, some are finding it challenging to meet
share this view for assets in Sub-Saharan Africa. The sellers’ price expectations which remain high in spite
same cannot be said for the Middle East, with 92% of recent market volatility and growing macro
considering the area to be either appropriately valued headwinds. “The most important driver for any
(48%) or even overvalued (44%). upcoming MENA deal we make will be attractive
valuations,” says the partner of a PE firm based in
The most overlooked M&A markets are where the the region. “In markets outside MENA, we are faced
largest value differentials are seen. For example, only with huge valuation gaps and we are not able to find
3% of respondents made their most recent MENA the most suitable targets for our portfolio.”
10
M&A outlook
Target sectors and technology
Prior to the pandemic-induced Which of the following industries do you expect will see the fastest growth in M&A
pile-in on tech assets, which drove deal activity in the MENA region over 2023? (Select up to three)
TMT M&A to record highs, energy,
Oil & gas
mining and utilities (EMU) was the 63%
highest-value deal sector across 46%
Financial services
MENA. This is understandable 44%
given the rich crude oil deposits 35%
Industrial and chemicals
which collectively make up the
36%
world’s largest reserves. Crude 42%
prices have been incredibly Consumer and retail
40%
volatile over the past year, yet 37%
remain around levels previously Pharma, medical and biotechnology
26%
seen in 2014 before the extended 49%
lull that only came to an end Technology, media and telecommunications (TMT)
26%
when the global economy was 45%
kickstarted with COVID stimulus Utilities and power generation
25%
measures. Another major EMU 12%
deal catalyst is the fact that many Construction/infrastructure and real estate
19%
major MENA governments are 14%
actively addressing their over- Business services
5%
reliance on hydrocarbons by 12%
diversifying into renewables. Leisure
5%
3%
M&A practitioners reasonably Transportation and logistics
2%
expect that EMU will be core to 4%
dealmaking looking forward. Nearly Mining
3%
two-thirds (63%) of respondents 1%
based in MENA expect oil and Agriculture
4%
gas to see some of the fastest
growth in M&A activity in the MENA Outside MENA
region over the course of 2023.
However, overseas investors more
In which sectors do you expect to invest within the MENA region over the next year?
commonly point to pharmaceutical,
(Select all that apply)
medical and biotech (PMB) (49%)
as a hot sector over the next year. Technology, media and telecommunications (TMT)
45% of this group also point to 35%
51%
TMT. Pharma and healthcare are Industrial and chemicals
reliable ports in a storm that can 42%
43%
deliver defensive returns amid
Consumer and retail
macro pressures. Meanwhile, 35%
37%
profitable technology companies
Pharma, medical and biotechnology
with strong product-market fit will 19%
be attractive after the industry’s 32%
Financial services
valuations have come back down 30%
to earth through 2022. 18%
Business services
15%
Oil and gas may be where the 28%
Oil & gas
most investment is expected, 25%
but it’s not where investors are 16%
Construction/infrastructure and real estate
looking for their next deal. Only 26%
21% of respondents overall 11%
Utilities and power generation
anticipate making a deal in the 22%
sector. Instead, all eyes remain 11%
Transportation and logistics
focused on TMT. Over a third 13%
(35%) of those located within 9%
Leisure
MENA and 51% outside of the 9%
region will be actively pursuing 4%
Agriculture
TMT acquisitions, followed by 6%
industrials and chemicals (42%, 3%
Mining
43%) and consumer and retail 3%
(35%, 37%) deals, which are 1%
more evenly matched by the MENA Outside MENA
two investor groups.
11
MENA M&A Outlook 2023
Additionally, of the private equity firms and corporates As well as cyber-related deals, other areas of
that report plans to make TMT deals over the coming interest include cloud technology, chosen by 65% of
year, 77% and 87% respectively say that cybersecurity corporates, and e-commerce, chosen by 45% of PE
is one of the areas they most expect to deploy their firms with imminent plans to make a TMT deal. Cloud
capital. Alongside Silicon Valley, the Bay Area and Greater and connectivity is a secular trend that shows no signs
Washington D.C., Israel stands out as one of the foremost of slowing, in spite of tech valuations compressing
cyber innovation clusters when accounting for human heavily, and online retail has been rapidly adopted
capital, venture capital funding and active companies. across MENA in the wake of the pandemic. Taarek
Hinedi, vice president of FedEx Express Middle East
Securing company networks and staff devices remains and Africa Operations, noted in a recent article on the
a top priority and businesses recognise that it is better topic that as many as 91% of customers in the region
Which technology subsectors do you expect will present the best opportunities for dealmaking in the MENA region over
2023? (Select top three)
70%
60%
60% 57%
50% 45%
41% 39%
40% 38% 37%
35% 36%
33%
30% 29% 30%
30% 25%
19% 17%
20% 16%
13%
10%
0%
Cybersecurity Enterprise/ E-commerce Customer Big data Cloud Robotic Artificial Communications
logistics relationship analytics technology process Intelligence solutions
software management automation (AI) and/or
machine learning
MENA Outside MENA
If you plan to invest in TMT, which technology subsectors do you most expect to invest in within the MENA region over 2023?
(Select up to three)
89% 77%
76% Cybersecurity 87%
40% 36%
51% Cloud technology 65%
43% Enterprise/ 42%
41% logistics software 42%
28% 45%
39% E-commerce 16%
26% Customer relationship 32%
29% management 19%
34% 30%
20% Big data analytics 19%
23% 13%
18% Communications solutions 32%
14% Artificial Intelligence (AI) 11%
8% and/or machine learning 10%
3% Robotic process 9%
12% automation 6%
12
M&A outlook
have become digital converts since 2020 and that
e-commerce sales are projected to reach USD 50bn
Our research shows that the main incentive for further disruptions as new
technologies emerge.
corporates investing in MENA’s TMT sector is to
secure intellectual property. Just over two-thirds
competitive by entering
one of their primary drivers. In a similar vein, 55% of
strategics say a major incentive is a need to keep up
new technologies.
as new technologies emerge. Companies have to
remain competitive by entering deals and integrating
new technologies,” the M&A director of a US corporate
explains. “To achieve this, IP acquisitions in TMT will be M&A director, US-based corporate
one of the main objectives of dealmaking.”
If you plan to invest in TMT, what are your top incentives for investing in technology? (Select top three)
Operational efficiencies
31% 37% leading to cost savings 43% 19%
Improved communication
26% 24% externally/faster responses 25% 26%
to enquiries
3% 6% 8% 0%
Keeping company and client data
0% 2% Improved employee 2% 0%
morale/job satisfaction
(e.g. due to less paperwork)
13
MENA M&A Outlook 2023
If you have completed an acquisition in the MENA region during the past two years, what were the most important drivers?
(Please select top two)
30% 25%
Attractive valuation
28% 32%
18% 23%
IP/technology
28% 23%
Talent (including
11% 19%
staff knowledge
21% 13%
of technology)
2% Improve ESG 2%
3% credentials 3%
If you plan to complete an acquisition in the MENA region over the over two years, what will be the most important drivers?
(Please select top two)
5% Improve ESG 3%
credentials 2%
14
M&A outlook
Drivers and challenges
One of the greatest benefits of M&A is the rapid What do you believe are the biggest challenges to completing
direct access it can give companies to markets that M&A deals in the MENA region? (Select top three)
would otherwise take years to crack organically. Once
a foothold in a new geographic market has been
established via a deal, companies can achieve major Agreeing on a valuation 31% 49%
revenue synergies from sharing distribution channels
and cross-selling products. It is this that has been
motivating dealmakers in the MENA region over the
past two years—nearly two-fifths (39%) of private
Finding suitable targets,
equity firms and 42% of corporates that made a deal
including one that will 43% 32%
in the region in the last two years say that access offer an acceptable IRR
to these distribution channels was one of the top
reasons for their acquisition. A notable 45% of
corporates also point to customer base and/or market
share as being a top driver. Strong competition from other
prospective buyers (including 39% 33%
sovereign wealth funds)
Of the corporates that are planning to complete a
MENA M&A deal over the next two years, half say that
customer base and/or market share will be a top driver
(50%), followed by regional distribution channels Meeting regulatory
(43%). These are also the top two most selected requirements, including 26% 37%
those of overseas buyers
drivers by private equity firms that are planning a
MENA acquisition, being selected by 39% and 38%
respectively, although these are closely followed by
the driver of strong potential for value growth and/or Relatively poor transparency
restructuring (36%). and/or data on targets
28% 28%
to be able to conduct
thorough due diligence
The issue of distribution has become even more critical
since the pandemic and this does not look likely to
change anytime soon. China’s strict commitment to a
zero-COVID policy continues to cause disruptions and
Political outlook within MENA 32% 23%
countries are taking a more protectionist approach
to supply chains. Improving distribution applies to
the movement of goods both within different MENA
markets, as well as connecting inflows into and outflows
out of the region.
Raising necessary funds 23% 32%
Managing challenges
The down market that can be seen in the likes of
Europe and the US has made it challenging to get Economic outlook within
MENA (including 27% 23%
deals over the finish line. In many cases, vendors inflation/stagflation)
have been unwilling to sell their assets for prices that
newly conservative bidders are willing to pay. While
respondents have highlighted that deal negotiations in
MENA have been less fraught than in other markets, the
region is by no means immune to these valuation gaps. Commodity price volatility 16% 16%
15
MENA M&A Outlook 2023
Saudi’s Public Investment Fund, who together have organisations partnering with companies in the private
trillions of dollars at their disposal and can dominate sector,” says Momany. “The fundamental drivers for
auction processes. The fact that MENA respondents those arrangements are the pooling of resources, the
less commonly cite agreeing on valuations as being a alignment of synergies and the market opportunities
challenge speaks to their deeper understanding of the that are available to different players. Accessing
markets in which they are operating. On a related note, technology and IP are also big motivators for that JV
39% of dealmakers based in the region say a major activity.” Another catalyst in the UAE has been recent
hurdle to overcome is strong competition from other legislative reforms, which have opened the doors for
perspective buyers and 43% point to the difficulty of foreign investors to form strategic partnerships with
finding suitable targets, such as those that would offer local entities that have an intimate knowledge and
an acceptable IRR. understanding of the market and existing distribution
channels, adds Momany.
If acquirers find themselves in heavily contested sale
processes with multiple parties and SWFs with deep This alignment of strategic interests and the fact
pockets, they may find themselves being outbid. that JVs allow parties to pool resources, typically to
Upsizing their offer to win a deal may in turn prevent accomplish a specific goal, generally makes them more
them from achieving their targeted returns. This calls popular with strategics than PE funds. Instead, one of
for local presence for better access to proprietary the most attractive investment strategies for financial
bilateral deal flow, as well as careful top-down and sponsors, cited by 66%, is minority share acquisitions,
bottom-up due diligence that can support competitive ahead of even majority buyouts, which saw only 53% of
bid structuring. votes among PE respondents. Less than half (48%) of
corporates see minority deals as attractive, compared
Investment strategies and market trends with 55% who consider outright acquisitions as the
Bespoke joint venture arrangements are an increasingly preferred option over the next year. Minority deals
common sight across MENA and are expected to can be an effective way for financial sponsors to limit
become even more popular moving forward. These their equity exposure and are especially attractive if a
alliances are set to be the most attractive type of fund can negotiate supermajority voting rights and a
investment for investors over the next year, with as board position. For corporates, minority deals typically
much as 73% of corporates, in particular, sharing this make sense only when there are limited synergy
view and 60% of PE firms eyeing these partnerships. opportunities and the upside potential of a merger is
“We see a lot of JVs and government-linked less obvious.
16
M&A outlook
Which types of investments do you expect will be the most attractive for your organisation over the next year?
(Select all that apply)
63% 60%
Joint venture/alliance
70% 73%
57% 66%
Minority acquisition
57% 48%
Majority acquisition/
57% 53%
whole company
51% purchase 55%
51% 57%
Buy-and-build/bolt on
55% 49%
37% 39%
Spin off/carve out
31% 29%
Special purpose
31% 28%
acquisition vehicle
23% (SPAC) 26%
Which of the following best describe your organisation’s most important investment strategies? (Select top three)
35% 48%
Acquiring future-proof IP/technology
46% 33%
17
MENA M&A Outlook 2023
18
The M&A process:
19
MENA M&A Outlook 2023
What disruptive trends do you expect will most affect M&A processes within the MENA region over 2023? (Select top two)
70%
66%
60%
60%
54%
50%
44%
40%
35%
34%
29%
30%
25%
22%
21%
20%
10% 8%
2%
0%
Cyber security Big data analytics IP capabilities Artificial Intelligence Deal automation Blockchain
High numbers of dealmakers are also using more options and that’s supported by the relatively high
traditional tools. Our research shows that 66% of rates of economic growth in the Gulf,” says Monnier.
MENA-based respondents and 62% outside the region “So those extended due diligence periods are not
continue to share files such as Word documents, Excel something I’ve seen yet at least.”
spreadsheets and PDFs via email at this deal review
stage, while 57% in MENA and 67% based elsewhere One development that has the potential to add to the
employ virtual data rooms. diligence burden in 2023 in the UAE specifically is the
introduction of a 9% corporate tax on businesses with
Extended due diligence net profits of more than Dh375,000 (approximately
In times of macro stress, buyers tend to exercise USD 100,000), starting from June. This is a major
greater diligence and have more focus on capital change in a country in which companies have hitherto
preservation. They need to spend more time assuring benefited from a non-tax regime. This will require
that their investment theses are bulletproof and this putting in place new accounting practices and issuing
can stretch out sale processes. However, the deal annual audit reports, not to mention recalculating net
environment in MENA has remained seller-friendly even profits, all of which will take time to fully implement.
as other markets have cooled in 2022. Dealmakers in the UAE need to be mindful of this
before initiating their next M&A in this market.
Respondents are divided on their expectations on the
near-term outlook. Nearly two-thirds (62%) overall “The new corporate tax is potentially going to lead to
believe that the period of time it takes to conduct structuring alternatives,” says Audi. “Companies that
diligence on MENA deal targets will either stay the are based in the free zones won’t be subject to the tax
same or decrease in 2023, though 43% of those from if they are providing services to other entities within
outside the region expect it to increase, which may those zones. So that might lead to greater interest in
reflect their recent experience in their home markets. establishing a presence in those free zones. It will be
interesting to see how online services are treated and
“Sellers know that the big local investors show a lot of how this develops, as it’s still very much in play.”
interest in the right deals, so if a foreign buyer is taking
too long or complicating the process, they have other
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The M&A process: Due diligence and technology
Which tools (either proprietary or third party) does your organisation use for M&A due diligence? (Select all that apply)
40% 38%
35%
31%
30%
30%
26%
25%
24%
25%
20%
15% 13%
10%
7%
4%
5%
2%
0%
Significantly increase Moderately increase Stay the same Moderately decrease Significantly decrease
Which tools (either proprietary or third party) does your organisation use for M&A due diligence? (Select all that apply)
Sharing static files via email (e.g., Word documents, Excels, PDFs)
66%
62%
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ESG and SDGs
MENA M&A Outlook 2023
ESG is gathering momentum in MENA, spurred by targets and their alignment with the SDGs to be a
government efforts to align with the rising global top priority when weighing how attractive a deal is. A
sustainability agenda, diversify local economies away further 43% say they consider ESG to be important,
from hydrocarbons and to open borders to greater although not a top priority.
inbound investment. The COP 27 climate change
conference was held in Sharm El Sheikh, Egypt, in The direction of travel is evident, with ESG set to
mid-November. become an increasingly central deciding factor on
whether to secure or pass on a deal. Over the next two
“This topic is very much on the agenda, not only in years, the importance of a target’s ESG performance
Egypt but across MENA,” says Hani Nassef, a partner at to its attractiveness is expected to increase for 67% of
Helmy, Hamza & Partners, Baker McKenzie Cairo. “Rules organisations within MENA and 71% of those coming
have been embedded by the Financial Regulatory from outside the region. However, this is not expected
Authority on certain types of companies that have to be an imminent sea change. Over half (56%) of
to comply with ESG requirements, and we see that dealmakers overall believe that ESG will become
repeated by other regulators in other sectors. Equally, a moderately more important consideration in the
foreign and regional PE firms have their own mandates immediate term, falling to 14% who see it as becoming
and are trying to embed ESG and measure KPIs within significantly more critical.
their portfolio companies. A lot of that is being driven
by their LPs.” “This is a clear global trend and ESG considerations
will be built into questionnaires and due diligence
While rules have already been made, regulation is processes and then potentially into sales and purchase
a constantly moving target, a fact that respondents agreements (SPAs) in increasingly sophisticated ways,”
are well aware of. Indeed, the level of ESG-related says Momany. “There’s a huge focus by governments
regulatory scrutiny within MENA is expected to around the world but naturally this does not just
increase over the next three years, as predicted by come in one piece of legislation, it is fragmented over
66% of those based within MENA and 73% of all aspects of a due diligence process and various
foreign dealmakers. regulatory regimes. I think we will see this developing
gradually in this part of the world.”
Next year’s COP 28 conference is due to be hosted
in Dubai. The UAE has been a torchbearer on the
ESG front, establishing a number of augmentative and
complementary frameworks and initiatives. As long ago
as 2010 the Paris Agreement signatory launched its
UAE Vision 2021 which aligns with the UN Sustainable
Development Goals (SDGs), before reaffirming its
Our research shows that ESG is already a fundamental and measure KPIs within
their portfolio companies.
consideration when conducting M&A in the MENA
region. As many as 47% and 42% of those based
outside and within MENA, respectively, say their
organisations consider the ESG performance of M&A Helmy, Hamza & Partners, Baker McKenzie Cairo
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ESG and SDGs
How important is it to your organisation to scrutinise a target’s performance in terms of Environment, Social and Governance
(ESG) or Sustainable Development Goals (SDGs) when assessing how attractive an investment it is?
One of our top priorities Important, but not a top priority It's on our radar but not We haven't been focusing on that/
particularly important Not important at all
How do you think the importance of a target’s performance in terms of ESG or SDGs when assessing how attractive an
investment it is will change for your organisation over the next two years?
Will become significantly Will become slightly to No change Will become slightly to Will become significantly
more important moderately more important moderately less important less important
Do you expect the level of ESG-related regulatory scrutiny within MENA to increase, decrease or see little to no change over the
next three years?
Significantly increase Moderately increase No/very little change Moderately decrease Significantly decrease
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MENA M&A Outlook 2023
Conclusion
MENA is showing impressive resilience. The Middle sovereign wealth funds and other public sector
East has proven to be one of the most kinetic deal organisations if they want to achieve truly dynamic
markets in the world in 2022. As most major economies deal markets and stimulate lasting growth. The lifting
face potential recession in 2023, the region is showing of ownership caps on companies means that the
strength and both local and foreign dealmakers are number of opportunities in the UAE and Saudi Arabia
expected to remain relatively active until further notice. available for strategic mergers or majority PE buyouts
With this in mind, we leave you with a number of key by overseas investors has increased significantly. This
takeaways to consider. is another major catalyst for inbound M&A activity.
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Conclusion
Political stability
The war in Ukraine among other geopolitical and even
domestic political tensions has shown many MENA
Competitive dynamics
The solid macro foundations of many of MENA’s M&A
markets means they will attract ongoing interest.
Combined with the deep pockets of local investors
and their willingness to participate in auctions for deal
targets across sectors means that foreign investors
should be prepared to face strong competition for
highly coveted assets. This will require thorough deal
preparation and rock-solid investment theses to ensure
that bids are as competitive as possible.
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About
MENA M&A Outlook 2023
Baker McKenzie
As the world’s largest M&A practice, Baker McKenzie’s 1,400 M&A lawyers execute
more cross-border transactions than any other law firm, gaining the experience and
expertise so critical to helping clients mitigate risk and achieve their goals. We are
the only international law firm with ‘Band 1’/‘Tier 1’ rankings for our M&A practice in a
number of jurisdictions including Bahrain, Egypt, Morocco, Saudi Arabia and Turkey, with
many of our Partners being recognised as amongst the preeminent practitioners in
their respective jurisdictions.
SS&C Intralinks
SS&C Intralinks is the pioneer of the virtual data room, enabling and securing the flow
of information by facilitating M&A, capital raising and investor reporting. SS&C Intralinks
has earned the trust and business of many of the Fortune 1000 and has executed over
USD 34.7 trillion worth of financial transactions on its platform.
Mergermarket
Mergermarket is an unparalleled, independent mergers & acquisitions (M&A)
proprietary intelligence tool. Unlike any other service of its kind, Mergermarket
provides a complete overview of the M&A market by offering both a forward-looking
intelligence database and a historical deals database, achieving real revenues for
Mergermarket clients.
Disclaimer
This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax
or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not
be acted on nor relied upon or used as a basis for any investment or other decision or action that may affect you or your business.
Before taking any such decision, you should consult a suitably qualified professional adviser. While reasonable effort has been made
to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and none of Mergermarket, Baker
McKenzie or Intralinks nor any of their subsidiaries or any affiliates thereof or other related entity shall have any liability to any person
or entity which relies on the information contained in this publication, including incidental or consequential damages arising from
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created by Mergermarket staff in collaboration with Baker McKenzie and Intralinks.
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