Case Studies · M&A — Buy-Side

From a Broad Mandate to the Right Acquisition

An investor / strategic buyer with capital and a clear appetite to acquire in the GCC — but no proprietary deal flow and no in-house team to run diligence.

Objective — Turn a broad acquisition appetite into a focused mandate, originate proprietary off-market targets, run the diligence that separates a good business from a good story, and negotiate price and structure through to a signed deal.

  • 30 → 1Targets screened → acquired
  • 2Deals killed in diligence
  • 100%Off-market origination

Client confidentiality prevents us from disclosing names or actual figures, so these engagements are anonymized and the metrics shown are illustrative of the outcomes we deliver.

The situation

A buyer with capital and conviction came to us frustrated.

The appetite was real — grow by acquisition in the GCC, with a clear sector in mind and the means to move. The deals weren’t. Everything reaching his desk was brokered, shopped, and picked over — the same teasers circulating to every fund and family office in the market, priced for a competitive auction he had no edge in. He was busy, but he was no closer to owning the right business.

The pattern had every familiar buy-side trap built into it:

  • No proprietary deal flow. He was reacting to what brokers sent, not originating the targets he actually wanted.
  • A mandate too loose to act on. “Something good in the sector” isn’t a filter — it can’t tell you what to chase or, just as importantly, what to ignore.
  • Auction dynamics, every time. Competing for shopped assets means paying full price for someone else’s process.
  • No in-house diligence muscle. Plenty of capacity to fall for a good story, and no structured way to test whether the business underneath it was real.
  • Price as the only lever. Focused on the headline number, not the structure — earn-outs, warranties, conditions — that decides whether a deal is actually a good one.

The goal wasn’t “find a deal.” It was find the right business, on proprietary terms, and buy it well.

How we approached it (step by step)

We ran the buy-side the way good investors run it — origination first, conviction earned through diligence.

1. A sharp acquisition mandate

We turned a broad appetite into a precise mandate: sector and sub-sector, size, geography, business model, the value-creation thesis, and clear deal-breakers. A mandate this specific does two jobs — it tells you exactly what to pursue, and it gives you permission to say no quickly.

2. Proprietary origination

We built a target map of the market — not just what was for sale, but every business that fit — and approached owners directly and discreetly. That put live, off-market conversations on the table that no broker was shopping, where the buyer wasn’t one of ten bidders.

3. Screening and prioritisation

We screened the universe against the mandate, ranked targets on fit and feasibility, and concentrated effort on a short list worth real time — rather than spreading thin across everything that was technically available.

4. Commercial & financial diligence

On the leading targets we ran the diligence that separates a good business from a good story: revenue quality and concentration, margins and their durability, working capital, key-person and customer risk, and whether the value-creation thesis actually held. Two targets that looked attractive on paper didn’t survive it — and we walked, before they cost real money.

5. Valuation and deal structure

For the target that did hold up, we built a grounded valuation and shaped an offer around structure, not just price — an earn-out to bridge the value gap, warranties and conditions to manage risk, and a deal the seller could say yes to without the buyer overpaying for it.

6. Negotiation to signing

We led the negotiation and kept the process disciplined through to a signed deal — managing the seller relationship, the advisers, and the diligence findings so momentum held and the final terms reflected what diligence had actually found.

Results

  • A loose appetite became a focused mandate — and a clear answer on what to chase and what to pass.
  • Around thirty targets screened down to one acquisition — originated off-market, away from a competitive auction.
  • Two weaker deals killed in diligence before they reached close — risk avoided is return earned.
  • The deal was structured, not just priced — the earn-out and warranties did the work the headline number couldn’t.

Key takeaways

  • The best deals aren’t for sale yet. Proprietary origination beats waiting for a broker’s teaser.
  • A vague mandate is an expensive one. Precision tells you what to chase — and frees you to ignore the rest.
  • Diligence that can say no is the point. The deals you walk away from protect the return on the one you close.
  • Structure is where buy-side value is won. Earn-outs and warranties move more risk than price ever does.

If you’re acquiring in the UAE or the wider GCC and you’re tired of competing for shopped deals, this is the work we do for buyers: a sharp mandate, proprietary origination, and diligence that protects your capital — backed by hands-on buy-side acquisition support and commercial due diligence through to close.

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