Mergers and acquisitions (M&A), as well as corporate restructuring, feature strongly in today’s corporate environment. Businesses are looking for original solutions that will help them to achieve their commercial objectives while mitigating risk exposure. M&A initiatives are highly sensitive and we acknowledge and respect our clients’ need for confidentiality.
We exercise the greatest discretion in all M&A dealings – both inside and outside the firm, especially since our role includes fostering partner buy-in to proposed combinations.
Our goal in every merger is to maximize the value of a client’s strengths, culture, brand equity and marketplace position.
Our lawyers’ experience allows us to execute cross-border deals seamlessly while supporting clients across all stages of the transaction and offering cost-effective and pragmatic business solutions.
Our M&A legal team works seamlessly with experienced colleagues from other practice areas in the firm to coordinate multifaceted transactions, deal with regulatory requirements, advise on tax matters, manage due diligence investigations and prepare all the required documentation.
Capabilities
- Structuring advice
- Due diligence
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Advising on compliance with all legal formalities, including obtaining regulatory approvals such as authorization orders from the Competition Authority of Kenya, sector regulators and, where applicable, the approval of the COMESA Competition Commission.
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Preparation and negotiation of transaction documents, including share purchase agreements, subscription agreements, options agreements and shareholders’ agreements.
Experience has included advising:
- NIC Group Plc (NIC) in a share-swap merger transaction with the Commercial Bank of Africa Limited (CBA). It is the largest merger between banks in the history of Kenya and the merged bank will be the second largest bank in Kenya by customer deposits and total assets.
- The Print Store Limited, an entity within the larger Ramco Group, in its acquisition of International Paper & Board Supplies Limited, a company operating in the printing and packaging materials and consumables industry.
- Fusion Africa Holdings, in relation to its acquisition of all the assets of Fusion African Access (2011) LP represented by its general partner, Fusion Capital Asset Management (Guernsey) Limited. The assets are located in Kenya, Uganda and Rwanda.
- Ramco Plexus Limited in its acquisition of 80% of the issued share capital of the Sintel Security Print Solutions Limited, a company operating in the security printing sector.
- Centum Investment Company Limited in a transaction where through a non-operating holding company it acquired a 68% equity stake in K-Rep Bank Limited.
- Guaranty Trust Bank Plc (listed on the London Stock Exchange) in its acquisition of a 70% equity stake in Fina Bank Limited (now Guaranty Trust Bank (Kenya) Limited).
- Compagnie Gervais Danone in its acquisition of an equity stake of 40% in Brookside Dairy Limited, one of the leading dairy companies in East Africa with subsidiaries in Uganda and Tanzania.
- A private equity fund in a proposed investment in Chase Bank Limited.
- A consortium of investors comprising Deutsche Investitions und Entwicklungsgesellschaft mbH, Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., Société de Promotion et de Participation pour la Coopération Economique, International Finance Corporation, and IFC Asset Management Company LLC, in an equity investment in Rift Valley Railways consortium (RVR) – a Kenya-operated company.
- Skanem SA, an entity incorporated in Norway, in a transaction involving the acquisition of an Indian company, which held a 50% shareholding in a Kenyan company.