The Role of an ICV Consultant in Mergers and Acquisitions in the UAE

 

The Role of an ICV Consultant in Mergers and Acquisitions in the UAE

Mergers and acquisitions (M&A) are strategic moves that allow businesses to scale, diversify, or enter new markets. In the UAE, where the In-Country Value (ICV) program plays a crucial role in government procurement and private sector operations, understanding the implications of ICV compliance during M&A is essential. This is where an experienced ICV consultant becomes a strategic asset.

What Is the ICV Program?

The ICV (In-Country Value) program, introduced by ADNOC and adopted across multiple UAE entities, measures a company’s contribution to the local economy. It assesses factors such as:

  • Emiratization (employment of UAE nationals)

  • Investment in local goods and services

  • Training and development

  • Local manufacturing and sourcing

  • Revenue retained within the UAE

For companies involved in M&A activities, changes in structure, ownership, and operations can significantly impact their ICV score.

Why M&A Transactions Trigger ICV Reassessments

When two companies merge or one acquires another, several things can happen that affect ICV scoring:

  • Legal entities may change or consolidate

  • Operations may shift or expand

  • Workforce composition may be altered

  • Supply chains may be restructured

  • Financial reporting might be centralized

These changes require a re-evaluation of the company’s ICV certificate. If not managed properly, the new entity could lose its ICV score or face delays in certification, affecting eligibility for government contracts and tenders.

The Role of an ICV Consultant in M&A

An ICV consultant plays a pivotal role in navigating the complexities of ICV compliance during and after an M&A deal. Here's how:

1. Pre-M&A Due Diligence

An ICV consultant will:

  • Evaluate both entities' current ICV scores and certification status

  • Identify risks and opportunities in the ICV performance

  • Estimate the post-merger ICV impact

  • Advise on deal structure to optimize ICV outcomes

This early involvement ensures that ICV considerations are baked into the strategic planning of the merger or acquisition.

2. Transition Planning & Compliance Strategy

Post-deal, an ICV consultant helps:

  • Develop a plan to maintain or improve the ICV score

  • Reallocate resources to enhance local value creation

  • Restructure supply chain processes in line with ICV goals

  • Ensure smooth communication with certification bodies

They act as a bridge between operational changes and regulatory expectations.

3. ICV Re-Certification and Reporting

Once the new entity is operational, the ICV consultant will:

  • Prepare updated financials and workforce data for certification

  • Coordinate audits with approved ICV certifying bodies

  • Assist in documentation and submission processes

  • Ensure compliance with the most recent ICV guidelines

Their expertise ensures that the new entity achieves certification without unnecessary delays or penalties.

4. Strategic Value Creation

Beyond compliance, a skilled ICV consultant can turn the M&A process into an opportunity to increase the new entity’s ICV score, which can:

  • Improve tendering success with ADNOC, Etisalat, and other entities

  • Strengthen relationships with local suppliers

  • Enhance brand reputation in the UAE market

  • Open doors to high-value public contracts

Risks of Ignoring ICV in M&A

Without the guidance of an ICV consultant, companies may face:

  • Missed ICV reporting deadlines

  • Loss of existing certifications

  • Tender disqualifications

  • Regulatory penalties or audit issues

  • Misalignment between new structure and compliance requirements

These issues can lead to financial losses, legal complications, and missed business opportunities.

Conclusion

Mergers and acquisitions are transformative moves that must be managed with precision—especially in the UAE, where ICV compliance is directly tied to business opportunities. An ICV consultant not only protects compliance during such transitions but also helps turn structural changes into strategic advantages.
Location: Dubai - Business Bay - Dubai - United Arab Emirates

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