Cross-Border M&A: Valuation Across the GCC, UK and Europe

By Bill Anderson, FCCA, Chief Executive Officer, Assetica — 2026-04-28

Direct Answer: A cross-border valuation reconciles different market multiples, currencies, tax regimes and reporting bases onto one set of numbers both sides can argue about productively. International Valuation Standards give that common language. The work that actually saves deals is narrower: agreeing the normalised earnings, the valuation date and the basis of value once, before either side has committed publicly to a figure.

Deals between the GCC, the UK and Europe are increasingly common, driven by regional capital and by owners relocating. They also fail in a characteristic way. Not because the business was bad, but because the two sides were never comparing the same thing and discovered it too late to unwind the positions they had taken.

Two teams reviewing transaction documents across a table

Why the same business carries different numbers

A business generating identical earnings can be priced differently in Dubai, London and Frankfurt, and most of the difference is not sentiment. It comes from the depth of the buyer pool, the credibility of the exit route, the cost of capital in that market, and how much of the value sits in rights that are reliably enforceable.

Assetica publishes indicative UAE reference ranges by sector, running from retail and F&B at 3x to 5x normalised EBITDA through to technology and SaaS at 8x to 15x. These are indicative reference ranges rather than quotes, and the full table sits in our UAE valuation multiples guide. A cross-border discussion that starts by comparing a UAE band to a European one, without reconciling the earnings underneath, is comparing two things that were never alike.

What actually differs, and what only appears to

Looks like a difference	Usually is
"Their multiples are higher"	Different earnings definitions. One side is quoting EBITDA before owner remuneration, the other after
"The DCF says something else"	A discount rate and cash flows in different currencies, or country risk counted twice
"The accounts do not agree"	IFRS against local GAAP on leases, intangibles and provisions
"They want a bigger discount"	A genuine difference in enforceability and exit route, which is real and should be priced

Three of those four dissolve once the numbers are put on a common basis. The fourth is a real economic difference and deserves to survive into the price.

IVS as the common language

The International Valuation Standards are recognised across the GCC, the UK and Europe. A report prepared to them states its basis of value, its valuation date, its scope, its assumptions and its limitations in places a reader in any of those markets knows to look.

That does not make two valuations agree. It makes their disagreement locatable, which is the precondition for resolving it. Our guide to valuation standards covers how IVS, the RICS Red Book and IFRS 13 sit together.

Where the expectation gap comes from

Sellers anchor on the best number they have heard, which is often a headline from a deal in another market with different earnings quality. Buyers anchor on what their own investment committee will approve, which reflects their cost of capital and their experience of the region.

Neither is being unreasonable. The gap is usually arithmetic dressed as disagreement, and it closes when somebody shows both sides the same normalised earnings and explains which adjustments each had been making silently.

An illustrative bridge

Round numbers, illustrative only. A seller quotes EBITDA of AED 10 million. The buyer's diligence removes AED 1.5 million of owner remuneration below market, AED 0.8 million of related-party income that would not exist between independent parties, and AED 0.4 million of costs capitalised that should have been expensed.

Normalised EBITDA is AED 7.3 million. At an unchanged multiple the value falls by nearly a third, and it looks like the buyer has chipped the price. They have not. They priced the same multiple against different earnings. Had the seller normalised first and presented the AED 7.3 million themselves, with the workings, the negotiation would have started from a defensible number instead of a retreat. See our guide to vendor due diligence.

Currency, and the mistake that inflates value

Cash flows and the discount rate have to sit in the same currency. Forecasting in dirhams and discounting at a rate built for euro cash flows produces value that is not there, and it is a surprisingly common error in files put together quickly.

Country risk is the second trap. Applying a country premium to the discount rate and also haircutting the cash flows for the same risk counts it twice. Pick one, say which, and move on.

Tax changes the net, not usually the headline

UAE corporate tax applies at 9 per cent on taxable income above AED 375,000 and 0 per cent below, with Qualifying Free Zone Persons at 0 per cent on qualifying income, as set out on the Federal Tax Authority corporate tax pages. It sits below EBITDA, so it does not move that measure, but it does reduce the cash flows in a discounted cash flow.

What more often changes a cross-border deal is the structure of the transaction: whether it is an asset deal or a share deal, and where the seller is resident when it completes. Those are questions for tax advisers on both sides, and they should be asked before a price is agreed rather than after. See asset deal versus share deal.

Structure and the buyer pool

Where the target sits determines which law governs the share purchase and which court enforces it. Institutional buyers and funds often work to mandates that favour common law targets, which widens or narrows the pool of parties that can bid.

More credible bidders is the most reliable way any price improves, which is why structure belongs in the valuation conversation rather than in a separate legal workstream. Our guide to the jurisdiction question sets out what each structure actually gives a buyer.

Running one process across two jurisdictions

Fix the basis of value and the valuation date first. Before either side names a number in writing.
Agree the normalisation adjustments early. Most of the gap lives here, and it is cheaper to argue about it in week two than week ten.
Let diligence feed the valuation. Findings should update the number, not sit in a separate report nobody reconciles.
Keep one valuation date across every document. Two dates invite the question of which one is true.
Decide who the report is for. An investment committee, a lender and a tax authority each read different parts of it.

Earn-outs and deferred consideration across borders

When the two sides cannot agree on value, the gap is often bridged with an earn-out: part of the price paid later, conditional on the business hitting agreed measures. In a cross-border deal this is more fragile than it looks.

The measure has to be defined in one accounting language, calculated by somebody both sides trust, and protected against the buyer's own decisions after completion. A seller whose earn-out depends on EBITDA has handed the buyer control of the denominator: costs allocated from the parent, a change in accounting policy or a strategic decision to invest can all move it honestly and still cost the seller money.

Two protections are worth negotiating hard. First, define the measure precisely, including which policies apply and what happens if they change. Second, agree the dispute mechanism before you need it, naming who determines the figure and on what basis. Our guide to earn-outs and deferred consideration sets out the detail.

What working capital does to the headline

Most cross-border deals are done on a cash-free, debt-free basis with a working capital adjustment, and that adjustment moves real money. The buyer expects to receive the business with a normal level of working capital, and the mechanism settles the difference between that and what is actually there at completion.

The argument is almost never about the principle. It is about what "normal" means, and the answer depends on a period both sides pick, seasonality, and whether the business has been managing its receivables unusually well in the months before a sale. Agreeing the reference level early, from a defined number of months of actual data, removes one of the most reliable sources of late friction.

The related point is that enterprise value and equity value are not the same thing. What a buyer pays for the shares is enterprise value less debt, adjusted for cash and working capital. Sellers who negotiate hard on the headline and concede the mechanism have sometimes given back more than they won. See enterprise value versus equity value.

The failure that ends deals

Two valuations, commissioned separately, on different dates, using different earnings. Each side believes its own and treats the other as negotiating. By the time anyone reconciles them, positions have hardened and the process has lost the goodwill it needed.

It is entirely avoidable and it is not expensive to avoid. One independent analysis, agreed early, formatted for each reader afterwards. Our guide to M&A due diligence and valuation covers how the two workstreams should feed each other.

Getting a cross-border valuation done

Assetica prepares independent valuations to IVS and the RICS Red Book from its Dubai and London offices, for buyers and sellers working between the GCC, the UK and Europe. We do not audit and we do not broker deals, so we have no stake in where the price lands.

A standard report takes five to seven business days from complete documents, two to three expedited. Use the valuation calculator for an indicative range, read about our M&A transaction valuation work, or book a scoping call through our contact page.

Buying or selling across borders?

Agree the normalised earnings and the valuation date before anyone names a figure. Most of the gap that kills these deals is arithmetic, not disagreement.

Book a scoping call

Frequently Asked Questions

Why do buyer and seller valuations differ so much in cross-border deals?

Most of the gap is arithmetic rather than disagreement. The two sides are usually working from different earnings definitions, different valuation dates, or a discount rate and cash flows in different currencies. Putting both on a common normalised basis closes most of it, and what survives is a genuine difference worth pricing.

What is normalised EBITDA and why does it fall in diligence?

It is reported earnings adjusted for owner remuneration above or below market, one-off items and related-party arrangements that would not exist between independent parties. It falls in diligence when the seller never made those adjustments, so the buyer makes them instead and it reads as a price chip.

Does IVS make valuations across markets agree?

No, and it is not meant to. It standardises the basis of value, the date, the scope, the assumptions and the limitations, so two reports can be compared line by line. That makes the point of disagreement locatable, which is what allows it to be resolved rather than argued about in the abstract.

Which currency should a cross-border valuation use?

The one the cash flows are genuinely earned in, with a discount rate built in that same currency. Translation into a reporting currency comes after the valuation. Mixing the two is a common error that produces value which disappears the moment somebody checks the workings.

Does the jurisdiction of the target affect the price?

It affects which buyers can bid, because institutional mandates often favour common law targets with a statutory share register and audited accounts. More credible bidders is the most reliable way a price improves. It tends to move a business within its sector range rather than into a different range.

When should we commission the valuation?

Before either side commits publicly to a number. Once a figure is in writing, positions harden and the conversation becomes a negotiation about the gap rather than an analysis of the business. Early commissioning also lets diligence findings update the number rather than contradict it.

Speak to Assetica about M&A & Transaction Valuation

Assetica is an independent business valuation firm in Dubai. We do not audit and we do not broker deals, so the number carries no conflict. Read more about m&a & transaction valuation, or book a scoping call. Standard reports are issued in five to seven business days.