The Resilience Premium: What the Next Phase of GCC M&A Demands from Dealmakers

The GCC M&A market is not short of capital. What has changed is the level of scrutiny around where that capital goes.

Globally, deal activity has remained strong. LSEG data shows M&A value reached around US$3.9 trillion in the first nine months of 2026, up 28% year on year. At the same time, the third quarter was noticeably weaker, with larger transactions coming under pressure from financing costs, energy prices and geopolitical uncertainty.

The Middle East has seen a similar shift in sentiment. LSEG reported around US$48.7 billion of announced M&A involving MENA companies in H1 2026, down 47% year on year.

Those numbers suggest a slower market. But from where I sit, the more important change is not that investors have stepped back. It is that they are being much more deliberate.

Across the UAE and the wider GCC, strategic investors, family offices, corporates and sovereign-backed institutions are still looking for opportunities. The difference is in the questions they are asking.

A few years ago, much of the conversation was centred on growth. Today, the discussion goes further.

Growth is still important. Resilience is becoming just as important.

When buyers look at a business now, they are not only asking how quickly revenue can grow or how much EBITDA can expand. They are also asking how exposed the business is if conditions change.

• How concentrated are customers?
• How dependent is the company on one supplier or one route to market?
• How much pressure can the balance sheet absorb?
• How strong is the management team below the founder or CEO?
• Can the business continue to perform if costs rise or supply chains are disrupted?

These questions are becoming part of valuation, not just part of risk management. That is why I believe we are starting to see what could be called a resilience premium.

A business with slightly lower growth but stronger cash conversion, a broader customer base and more dependable operations may now be more attractive than a faster-growing company with greater concentration risk.

Recent regional developments have made this much more tangible. Investment in AI, digital infrastructure, power and technology continues, even as geopolitical concerns force companies and governments to think more carefully about physical infrastructure, supply chains and continuity.

The market is not ignoring risk. It is adjusting to it.

For buyers, the real challenge is separating temporary disruption from structural weakness

This is where I think M&A judgment becomes important. Not every external shock should lead to a lower valuation. If a fundamentally strong business is dealing with short-term disruption, the issue may not be the quality of the asset. The issue may simply be timing. That requires a different response.

Before focusing on upside, buyers should spend more time understanding what happens in a downside case. Financial and commercial diligence should look much more closely at working-capital pressure, customer concentration, supplier dependencies, management depth and operational continuity.

Geopolitical risk should not sit in a separate appendix. It should be connected directly to revenue, margins, cash flow and the investment case.

The second point is equally important: structure can often solve what price alone cannot.

If buyer and seller disagree on future performance, an earn-out may help. If the concern is timing, deferred consideration may be more appropriate. If there is strategic interest but limited visibility, a minority stake or phased acquisition can give the buyer exposure without requiring full commitment from day one.

This is often a better outcome than applying a blanket discount to a good business.

Sellers need to prepare differently too

For shareholders considering a transaction, the equity story now needs to show more than growth.

Buyers want evidence that earnings are dependable.

That means sellers should be ready to explain customer concentration, supplier resilience, cash conversion, management depth and the actions already taken to reduce operational risk.

This work is best done before diligence begins. Once a buyer raises these questions, the seller is already on the defensive.

Good preparation allows management to explain the risks clearly, show how they are managed and keep the focus on value rather than uncertainty.

In my experience, that can make a meaningful difference to both valuation discussions and deal certainty.

Positives on GCC M&A.

The long-term drivers are still there: diversification, succession planning, sector consolidation, localisation, digital infrastructure, AI, energy transition and the international expansion of Gulf capital.

What is changing is the standard investors are applying.

The strongest assets will continue to attract interest, but the best-positioned businesses will be those that can show three things together: growth, strategic relevance and resilience.

For buyers, the opportunity is to recognise when uncertainty is temporary and when it reflects a deeper issue.

For sellers, the opportunity is to prepare early and make resilience part of the investment story.

How Baker Tilly UAE can help

Baker Tilly UAE helps buyers and sellers turn resilience into measurable deal value. Our transaction advisory, financial due diligence, valuation, tax and risk specialists assess earnings quality, cash conversion, concentration risks and downside scenarios, while helping structure transactions that balance opportunity with protection. We also support sellers in preparing a credible equity story, strengthening deal readiness and addressing potential concerns before they affect valuation or certainty.