Tanzanian tycoon Edhah Abdallah’s company, Amsons Industries, has issued an ultimatum to non-assenting shareholders of Bamburi Cement, signaling its final push to acquire full ownership of the company.
In a notice on Friday, February 28, Amsons said it intends to acquire 100% of Bamburi Cement Plc shares at Ksh 65 per share by purchasing the remaining 3.46% held by shareholders who opposed the takeover.
The company stated that it has met the necessary conditions within the timeframe specified under Section 612(2) of the Companies Act CAP 486.
“The Offeror hereby gives notice that the Offeror now intends to exercise its right under Section 611 of the Companies Act CAP 486 to acquire shares held by you in the Company,” the statement read.
Also Read: Bamburi Cement Shares Suspended from Nairobi Securities Exchange
Amsons Gives Bamburi Cement Shareholders 6-Week Ultimatum
Amsons stated that shareholders now have six weeks from the date of the notice to indicate their preferred choice of consideration in writing.
At the same time, the company announced that shareholders wishing to oppose the acquisition must file a court application within six weeks.
“If you fail to make a choice and do not make an application to the court, the Offeror will acquire your shares/securities on the following terms,” the notice warned.
“You are entitled under Section 618 of the Companies Act CAP 486 to make an application to the court for an order either preventing the Offeror from acquiring your shares or modifying the terms of the Offer. If you are contemplating such an action you may wish to seek legal advice.”
Amsons stated that the takeover offer was made on July 24, 2024, and the acquisition is being conducted in accordance with the terms set out in the Takeover Offer Document, initially dated October 2, 2024, and later updated on October 22, 2024.
Bamburi Cement Shares Suspended from NSE
This comes a day after Bamburi Cement announced the suspension of trading of shares at the Nairobi Securities Exchange (NSE). two months after global cement giant Amsons acquired 96.54% of the company’s shares.
“Notice hereby given to the shareholders of Bamburi Cement Plc (Bamburi) that following the successful completion of the takeover offer (the Offer) by Amsons Industries (K) Ltd (the Offeror) on 5 December 2024, Amsons acquired 96.54% of the issued ordinary shares in Bamburi,” the notice stated.
Also Read: Bamburi Cement Makes Major Board Changes After Takeover by Tanzanian Tycoons
Under Regulation 12 of the Capital Markets (Take-Overs and Mergers) Regulations, 2002, and the Companies Act, Chapter 486, Laws of Kenya, Amsons intends to initiate the squeeze-out process to acquire the remaining shares held by shareholders who did not accept the offer.
To facilitate the process, Bamburi Cement said it has received approval from the Capital Markets Authority (CMA) to suspend trading of its shares.
The suspension, in line with Regulation 73(2)(d) of the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023, took effect from the close of trading on February 27, 2025, and last until May 9, 2025.
The announcement followed Holcim’s completion of its divestment in Kenya, having sold its entire 58.6% stake in the company to Amsons Group, generating cash proceeds of over Ksh13 billion from the transaction.
Amsons Group made the purchase after the Tanzanian company announced on Wednesday, December 4, 2024, that it had received all necessary regulatory approvals to acquire up to 100% of Bamburi Cement’s shares.
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