Businessman Benson Sande Ndeta’s Sh25.4 billion bid for Bamburi will only be viable if he can manage to win the support of the cement firm’s majority shareholder Holcim that has already committed to sell its 58.3 percent stake to the first bidder Amsons Group of Tanzania.
Mr Ndeta’s Savannah Clinker Limited, in its counteroffer to Amsons’ bid for Bamburi, said that its offer needs to realise at least 60 percent of Bamburi’s issued shares in order to proceed to completion, while Amson’s bid does not have a minimum threshold.
The condition underlines the uphill task the businessman faces in a capital market that is yet to see a majority shareholder walk away from its commitment to sell its stake to an acquirer in a takeover battle.
Amsons has secured an irrevocable sale commitment from Holcim for its majority stake, with the remaining 41.7 percent not sufficient to satisfy Savannah’s minimum offer threshold in case of a straight bidding war.
Savannah said in its competing offer document that it does not have such an agreement with any existing shareholders of Bamburi.
The Holcim stake is held in two equal installments via two investment vehicles known as Fincem Holding Limited and Kencem Holding Limited, which signed the sale agreement with the Tanzanian firm.
Amsons offered Bamburi shareholders Sh65 per share in its bid that was made public on July 10, valuing the company at Sh23.6 billion, while Savannah’s offer that was received on September 9 has been priced at Sh70 per share, with a total value of Sh25.4 billion.
“Completion of the competing offer will also be subject to acceptances by holders of at least 60 percent of the issued shares of Bamburi, subject to any applicable waivers,” reads the Savannah Clinker offer document in part.
“There are no existing or proposed agreements, arrangements or understandings between the competing offeror (Savannah) or any affiliate or person associated with or acting in concert with the competing offeror and the holders of the voting shares to which the Offer Shares relate in respect of the Offer Shares.”
An irrevocable sale agreement is a binding undertaking by a majority shareholder to sell their stake to a bidder in a takeover offer, and it can only be broken under special circumstances or with the concurrence of both parties.
Amsons’ agreement with Fincem and Kencem indicated that the agreement would only be waived if the company failed to serve Bamburi with a notice of intention within two days of the agreement, or if the firm’s formal offer document contained a lower price than what was shown on the notice of intention.
The agreement will also be voided if Amsons fails to get the necessary regulatory approvals for its bid before the deal’s cutoff date of November 29, 2025. Savannah’s offer has a cutoff or long stop date of February 28, 2025.
Amsons on its part committed to pay Holcim and other shareholders who accept its offer a penalty or break fee of $5 million (Sh646 million) if it walks out of the deal.
The firm said the fee would be paid if the offer has not occurred by the end of November 28, 2025, except if the deal is derailed by an award, decision, injunction, judgement, order or verdict rendered by a court or tribunal of competent jurisdiction—which makes the deal unlawful of otherwise prohibits the sale of the shares.
The publicly available filings do not show whether there is a penalty to be paid by Holcim if it were to renege on its commitment to sell to Amsons the 58.3 percent stake.
The presence of an irrevocable sale agreement does not bar competing bidders from making their offers, as per the Capital Markets takeovers and mergers and regulations.
This stance was backed by the Capital Markets Tribunal in a ruling last week on the appeal by businessman Ngugi Kiuna opposing the proposed buyout of BOC Kenya by Carbacid.
The tribunal found that the irrevocable undertaking by BOC Holdings—the British parent of BOC Kenya—to sell its 65 percent stake in the company to Carbacid was not injurious to minority shareholders, and neither did it stop anyone from making a counteroffer and letting the laws of demand and supply determine the valuation of the company.
