Savannah Clinker launches KSh 25.4 billion counter bid to acquire Bamburi Cement

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Bamburi Cement Plc has formally confirmed that it received a KSh 25.4 billion competing takeover offer from Savannah Clinker Limited, setting up a contest with Tanzania’s Amsons Group for control of one of Kenya’s oldest cement makers.

In a public notice published in the local dailies, the Bamburi board said it had received a Competing Offeror’s Statement from Savannah Clinker (SCL) offering KSh 70 in cash for each ordinary share. Savannah is seeking up to 100 per cent of Bamburi’s 362,959,275 issued shares, subject to regulatory approvals. The formal notice followed the Capital Markets Authority’s approval for Savannah to make the bid.

How the two offers compare

Amsons Group, through Amsons Industries (K) Limited, announced its offer on 10 July 2024. It is offering KSh 65 a share, which values Bamburi at about KSh 23.6 billion (about US$180 million). Savannah’s KSh 70 offer is KSh 5 a share higher, which works out to roughly KSh 1.8 billion more for shareholders across the whole company.

Savannah is also pitching faster payment. According to its statement, it intends to pay the KSh 70 consideration by the end of February 2025, which it contrasts with the end of November 2025 long stop date in the Amsons offer. Savannah says the shorter timeline adds to the value of its bid for shareholders who would otherwise wait longer for their money.

Funding questions at the centre of the contest

Who has the money, and how firmly, is a key issue. Savannah’s statement says its transaction adviser, Faida Investment Bank, has received a letter from what it describes as a leading, professionally regulated international firm confirming that it acts for the investor, that the investor has sufficient funding for this specific transaction, and that the funding is free and unencumbered. Savannah argues this confirms that cash is available for direct payment to shareholders, while the Amsons offer relies on confirmation of credit facilities by its underwriter, KCB Investment Bank.

Savannah Clinker has not named the financier behind the letter in its public statement.

What Savannah says it will do with Bamburi

Speaking after the notice, Savannah Clinker executive chairman Benson Ndeta said the firm had served Bamburi with a detailed Competing Offeror’s Document with the disclosures the regulations require. He said Savannah would seek to keep Bamburi listed, with up to 40 per cent of its shares available as a free float to institutional and local investors. Amsons, by contrast, has said it may delist the company if it gets enough acceptances.

Savannah has also promised business continuity, saying the existing contractual and statutory employment rights of Bamburi staff, including pensions, would stay in force. It argues that as a locally incorporated company, dividends from Bamburi would not be converted into foreign currency and sent abroad.

The bid comes as Kenya’s cement industry goes through a wave of ownership changes. Investors have also been circling East African Portland Cement, as covered in our report on Kalahari Cement’s pledge to revamp EAPCC, and smaller players such as Mamba Cement are adding grinding capacity (see Mamba Cement’s Awasi plant).

What it means for Bamburi shareholders

• Nothing has to be decided yet. Shareholders will receive offer documents and can accept only one offer within the timelines set under the Capital Markets (Takeovers and Mergers) Regulations.
• Expect volatility. When Bamburi first disclosed Savannah’s intention on 27 August, it issued a cautionary announcement advising shareholders and the public to be careful when dealing in its shares.
• Compare more than the headline price. Payment dates, conditions attached to each offer and the plans for the company’s listing all affect what each offer is worth to an individual shareholder.

Retail investors who hold shares through a stockbroker should speak to the broker or the offer’s receiving agent about how acceptances will work. Our guide on how to buy and hold shares in Kenya explains CDS accounts and how brokers handle corporate actions such as takeovers.

Update: how the contest ended

Savannah later raised its offer to KSh 76.55 a share in October 2024, valuing its bid at about KSh 27.8 billion. On 4 December 2024, the day before the offers closed, the Capital Markets Authority announced that Savannah Clinker had withdrawn its competing offer and that the CMA had approved the withdrawal, leaving the Amsons offer as the only valid one. Business Daily reported that the withdrawal came days after Mr Ndeta was arrested and later released over alleged fraud.

The Amsons offer closed on 5 December 2024 and succeeded, with Amsons acquiring 350.4 million shares, or 96.54 per cent of Bamburi, at KSh 65 a share. Because it passed the 90 per cent threshold, Amsons moved to compulsorily buy out the remaining shareholders at KSh 65, and Bamburi’s shares were suspended from trading from 28 February 2025 to allow the squeeze out. The Tanzanian group is also active elsewhere in the region, as seen in its later purchase of Oryx Energies’ Tanzania fuel business, covered in {L(‘oryx-energies-sells-tanzania-fuel-business-amsons-group’,’our report on that deal’)}.

Frequently asked questions

How much did Savannah Clinker offer for Bamburi?

KSh 70 a share, about KSh 25.4 billion for all 362,959,275 shares, later raised to KSh 76.55 a share.

Who bought Bamburi Cement?

Amsons Industries (K) Limited, part of Tanzania’s Amsons Group, which acquired 96.54 per cent at KSh 65 a share in December 2024.

Sources: Bamburi Cement Plc public notice and cautionary announcement (27 August 2024); Savannah Clinker Competing Offeror’s Statement as reported by Business Quest and HapaKenya (11 and 12 September 2024); Capital Markets Authority statement of 4 December 2024; Business Daily and Daily Nation reports on the offer outcome and squeeze out.