Amsons Group to squeeze out Bamburi minority shareholders

“The offeror offered to purchase up to 100 per cent of the issued ordinary shares in the share capital of the company for a consideration of Sh65 per share,” said Amsons in a notice to the non-assenting shareholders.

“If these terms include a choice of consideration, you should within six weeks… inform the offerors in writing… if you fail to make a choice and do not make an application to the court, the offeror will acquire your shares.”

The firm went ahead to inform the shareholders that they have the right to make an application to the court “for an order either that the offeror shall not be entitled and bound to acquire your shares or that different terms than those of the offer shall apply to the acquisition.”

This is even as Bamburi received regulatory approval to suspend trading of its shares at the Nairobi Securities Exchange (NSE) to facilitate the process that is expected to see Amsons Group become the sole shareholder of Bamburi. 

“Notice is hereby given to the shareholders of Bamburi Cement that following the successful completion of the takeover offer by Amsons Industries on December 5, 2024, Amsons acquired 96.54 per cent of the issued shares in Bamburi,” said Bamburi in a cautionary statement Wednesday. 

“Amsons intends to initiate the squeeze-out process to acquire the remaining 3.46 per cent of Bamburi’s shares held by shareholders who did not accept the offer. To facilitate the implementation of the squeeze-out, Bamburi has received approval from the Capital Markets Authority (CMA) to suspend trading of its shares… the trading of Bamburi shares at NSE shall be suspended with effect from the close of trading on February 27 until May 9 this year.”

Local laws allow investors who have acquired over 90 per cent stake in another firm to make an offer to the remaining shareholders for the acquisition of their shareholding at a price higher than the current market prices or the price offered to other shareholders.

The Tanzanian company acquired Bamburi from Holcim and other shareholders last year. Holcim, the Swiss-based global building material and aggregates company, owned a 58.6 per cent stake in Bamburi through Fincem Holding (29.3 per cent) and Kencem Holding Ltd (29.3 per cent). 

Kenyan institutions and individuals owned an estimated 32.17 per cent of Bamburi shares, while another 9.23 per cent was held by other foreign investors. 

Amsons Group had made the offer to buy Bamburi in July for what translated to a total of Sh23.59 billion

Bamburi’s shareholders, however, received a competing offer from Savannah Clinker, which had initially offered to pay Sh70 per share but later increased this to Sh76.55 per share, translating into Sh27.7 billion for the entire stake. 

But Savannah Clinker withdrew its bid in early December and left Amsons as the sole bidder.