Rival Bamburi bidders have 7 days to change offer price

The Bamburi Cement factory in Mombasa.

Photo credit: File | Nation Media Group

Bamburi Cement shareholders have seven days to see if Tanzanian conglomerate Amsons Group will raise its bid for the company after its offer was surpassed by rival Savannah Clinker.

Amsons initiated the buyout of Bamburi with an offer of Sh65 per share, sparking a rival bid by Savannah of Sh70 per share, which it later enhanced to Sh76.55.

According to the law, competitors in a takeover bid can vary the offer terms until 10 days before the closure of the acceptance window.

This means bidders have until next Monday to change their offers ahead of the closure of the acceptances on December 5.

“An offeror may vary the terms and conditions of a takeover offer, including increasing the consideration offered in relation to the whole or part thereof, provided such variation shall be made not later than 10 days before the closure of the offer period,” the Capital Markets (Takeovers and Mergers) Regulations state.

Shareholders can accept only one of the two offers, with the deadline for variation of the bids aimed at giving them sufficient time to consider the best available before committing to either Amsons or Savannah.

Should either of them decide to make a move, they will have to first inform the Capital Markets Authority (CMA) and the Nairobi Securities Exchange.

“The offeror shall serve the varied takeover document on the offeree, the authority, and the securities exchange within 24 hours of making the decision to vary the takeover offer and simultaneously make a public announcement by a notice posted on the website of the securities exchange at which the offeror’s voting shares are listed as well as the offeror’s website disclosing material variations to the offer,” the regulations state.

Interesting twists have been witnessed in the past few months as Savannah, associated with businessman Benson Sande Ndeta, and Amsons, a conglomerate controlled by Tanzanian businessman Edhah Abdallah Munif, pulled moves in pursuit of the cement manufacturer.

Last month, Bamburi’s majority shareholder Holcim terminated its irrevocable sale agreement with Amsons, opening the door for Savannah to acquire Holcim’s 58.3 percent stake in the cement manufacturer.

This happened after Savannah Clinker raised its offer price from Sh70 to Sh76.55 per share, increasing the total offer by about Sh2.4 billion to Sh27.8 billion.

Amsons has not revised its Sh23.6 billion (Sh65 per share) since first making it on July 10, 2024.

Legal processes for the takeover have been concluded, with the CMA clearing the offerors.

The Standard Investment Bank delivered a report on the financial capability of the rival offerors last month.

Bamburi’s board advised its shareholders to consider the two bids.

“The directors, pursuant to their obligations under the takeover regulations and having taken into account the advice provided by SIB, consider the offers to be reasonable and recommend that the shareholders accept either one of the offers,” Bamburi directors said in a shareholder circular on October 24.

“The decision to accept a particular offer should be made by each shareholder by reference to their own investment objectives and having taken professional advice as considered necessary.”

With all the processes concluded, now only the two rivals can make a move by varying their respective offers, before the final decision that will be made by shareholders.

As per the transaction schedule, after the December 5 closing date for the offers, Bamburi shares will be suspended from trading at the Nairobi Securities Exchange (NSE) from December 6 until when CMA and the NSE will make a decision on their resumption to trade in the market.

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