KENYA Law and Practice Contributed by: Sammy Ndolo, Njeri Wagacha and Brian Muchiri, Cliffe Dekker Hofmeyr (Kieti Law LLP)
1.3 Key Industries I&M Burbridge highlights that Kenyan deal activity in 2025 concentrated around essential and enabling value chains, including financial services, ICT and tel - ecommunications, automotive, energy, agribusiness, manufacturing, logistics, and distribution. The year also saw continued consolidation in digital platforms, infrastructure and supply-chain businesses, alongside growing interest in education and healthcare. Financial services and banking continued to be a core area of M&A focus. High-profile transactions such as the approval of KCB Group’s purchase of a majority stake in Riverbank Solutions, Nedbank Group Lim - ited’s intention to acquire NCBA Group PLC, under - score sustained interest in banking and financial ser - vices consolidation. These deals reflect continued investor appetite to scale operations, expand cus - tomer bases and acquire complementary capabilities within Kenya’s financial system. The ICT and Telecommunications sector was repre - sented by the Government of Kenya’s proposed sale of part of its shareholding in Safaricom PLC. The manufacturing sector saw the proposed acquisition of 65% stake in East Africa Breweries PLC by Asahi Group Holdings Limited and the acquisition of 29.2% stake in East Africa Portland Cement by Kalahari Cement Group. Healthcare and agritech were also notable areas of activity, particularly in the context of broader East African deal flow, where Kenya remains a centre for investment, according to DealMakers Africa Q1 2025, which highlighted these sectors among the country’s active industries.
• Share purchase – in a share purchase, the acquirer purchases some or all of the company’s shares directly from its shareholders pursuant to a share purchase agreement, which records the terms on which the shareholders of the company agree to sell and the acquirer agrees to purchase the com - pany’s shares. Acquirers will typically carry out due diligence over the target company prior to entry into the share purchase agreement. • Share subscription – a share subscription involves the issuance of new shares in the company to the acquirer, potentially leading to the dilution of the shares already held by other shareholders. This type of acquisition is completed through a share subscription agreement entered into between the company and the acquirer. • Asset purchase – in an asset purchase, the acquir - er purchases specific assets and may also assume some of the company’s liabilities. This type of acquisition is typically completed through an asset purchase agreement, in which the parties agree on the assets and liabilities to be sold and retained by the company. Public An acquisition of a company listed on the Nairobi Securities Exchange (NSE) will typically be undertaken through the purchase of all or a substantial part of its direct or indirect shareholding. There are a few dif - ferent ways that this transaction can be carried out, such as through an agreement to subscribe to shares, a takeover bid that has been negotiated, or a swap of shares that has been approved by the sharehold - ers. The process for carrying out such transactions is governed by the Capital Markets (Take-Overs and Mergers) Regulations, 2002 (Takeover Regulations) and the Companies Act, Chapter 486 of the laws of Kenya (Companies Act). 2.2 Primary Regulators There are various regulators of M&A activity in Kenya. Capital Markets The Capital Markets Authority (CMA) oversees the acquisition of companies listed on the NSE as well as the acquisition of entities licensed by it such as invest - ment banks, stockbrokers, securities exchanges, fund managers, dealers and depositories.
2. Overview of Regulatory Field 2.1 Acquiring a Company Private
The common means of acquiring private companies is usually through a share purchase or a share sub - scription. Parties may also opt to carry out an asset purchase transaction which does not involve acquisi - tion or allotment of shares.
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