Corporate M&A

Anjarwalla & Khanna’s corporate, commercial and M&A work is the heart of the firm.

The team acts on complex corporate transactions and provides innovative legal advice. Clients seek the firm for its strategic thinking and pragmatic approach to complex issues based on the team’s detailed understanding of various sectors.

Representative matters include:

  • Acting for Africa Oil Corporation (AOC), a Canadian oil and gas company with various exploration assets in Kenya and Ethiopia, and an equity interest in Africa Energy Corporation, in its sale of 50% of its interests in Blocks 10BB, 13T and 10BA in Kenya and the Rift Basin and South Omo Blocks in Ethiopia, to Maersk Oil, the oil and gas arm of Danish shipping giant A.P. Moller-Maersk Group, including assisting on all aspects of the acquisition by Maersk of the 50% interests in Kenya owned by AOC, coordinating the work of Mehrteab, Leul & Associates (the law firm that worked on the Ethiopian aspect of the deal), making applications to the Competition Authority of Kenya and the COMESA Competition Commission. This was one of the biggest M&A deals transacted in East Africa in the period of 2015/2016 as noted by Thomson Reuters League Tables (The Lawyer).
  • Acting for Helios Investment Partners, a leading Africa-focused private investment firm, in connection with the acquisition of 70% of the share capital of Telkom Kenya (TKL), a Kenyan telecommunications provider, from France Telecom, a French multinational telecommunications corporation, and in connection with the acquisition of a shareholder loan from France Telecom, including drafting and negotiating various documents with the Government of Kenya in respect of the transfer of 10% of Helios shares in Telkom Kenya to the Government of Kenya and transfer of 40% of the shareholder loan to the Government. A&K also assisted with application of various regulatory approvals and consents from the Competition Authority of Kenya and the Communications Authority of Kenya.
  • Acting for the shareholders of Giro Commercial Bank, a commercial bank in Kenya, on its sale of the entire issued share capital to I&M Holdings, a publicly listed regional bank with operations in Mauritius, Kenya, Tanzania and Rwanda, followed by the simultaneous transfer of assets from Giro to I&M Bank, a wholly owned subsidiary of I&M Holdings, at completion of the share transaction, including obtaining regulatory approvals from the Central Bank of Kenya, the Competition Authority of Kenya and the Capital Markets Authority, coordinating the redundancy and redeployment of over one hundred employees and negotiating with the Banking Insurance and Finance Union (BIFU) on employee matters.
  • Acting for Equity Group on its acquisition of 79% of the share capital of ProCredit Bank, a financial institution in the Democratic Republic of Congo, from Belgische Investeringsmaatschappij voor Ontwikkelingslanden, Stichting DOEN and ProCredit Holding AG, including structuring the all stock consideration for the sale through issue and allotment of Equity Group shares to each of the three sellers and addressing the multiple financial and competition regulatory challenges to the transaction.
  • Acting for Godrej East Africa Holdings, a Mauritius subsidiary of Godrej Consumer Products, an Indian public company listed on the Bombay Stock Exchange and the National Stock Exchange of India and globally manufactures and distributes fast moving consumer goods (FMCG), in connection with its purchase (in two phases) of 100% of the share capital of Canon Chemicals, a Kenyan company involved in manufacturing and distribution of well-known brands in the personal, home and industrial care FMCG sub-sectors, including conducting due diligence in Kenya, drafting the share purchase agreement and shareholders agreement, and obtaining regulatory approval from the Competition Authority of Kenya.
  • Acting for Emerging Capital Partners, a pan-African private equity firm with USD 2 billion managed to date, and its educational holding company, Maarifa Edu, on its purchase of a 75% stake in KCA University (KCA), a leading Kenyan university, as well as on its establishment of a joint venture with KCA and the Institute of Certified Public Accountants Kenya, including navigating the transaction-adverse, multi-layered legal and regulatory framework faced to structure compliant transactions, drafting and negotiating the myriad operative agreements, establishing a new educational entity, obtaining regulatory approval from the Commission for University Education, the Ministry of Finance and the Competition Authority of Kenya, as well as providing supporting tax and regulatory compliance counsel.
  • Acting in the de-merger exercise of the Treadsetters Group of Companies, based in Kenya, Uganda and Tanzania. Goodyear, a company listed on the New York Stock exchange, through its subsidiary, Magister, registered in Mauritius, was a party to this de-merger exercise as it had a substantial shareholding in these companies.       A&K was involved in the drafting and negotiating of the share purchase agreements for each of the four companies and advising on applying and obtaining regulatory approvals in relation to competition from the respective authorities. The transaction also involved a complex mechanism of determining the stock in trade and undertaking a completion exercise to determine the amounts to be settled between the various parties.
  • Acting for Garda World, a Canadian headquartered global company and one of the world’s largest security companies, in connection with their acquisition of KK Security, a Kenya-based security company operating in eight African countries throughout Africa, comprising of Kenya, Uganda, Tanzania, Burundi, Rwanda, Mauritius, Malawi and the Democratic Republic of Congo, including conducting due diligence, negotiating all transaction documents and coordinating advice from law firms in all eight jurisdictions.
  • Acting for Educas Investments, a global investment firm with a focus on the education sector, on its acquisition of the entire issued share capital of Brookhouse Schools, a school offering an adapted form of the British national curriculum to Kenyan and international students.
  • Acting for Consol Proprietary South Africa, a leading glass packaging manufacturer in Southern Africa, in connection with their purchase of the entire issued share capital of Central Glass Industries, a container glass manufacturer in East Africa and a wholly-owned subsidiary of East African Breweries listed on the Nairobi Securities Exchange, including undertaking a legal due diligence of the target, negotiated the sale and purchase agreements and a supply agreement between the two parties, applied for and procured all relevant approvals to the transaction and oversaw the completion of the transaction.
  • Acting for Orbit Chemicals Industries, one of the largest East African contract manufacturers of chemical products, in connection with an investment into Orbit and its related companies by Catalyst OCL Investment, a private equity fund based in Mauritius, including advising on a series of internal and deal related restructurings resulting in the creation of two new Mauritian entities and one new Kenyan entity into which certain productive assets of Orbit, would be transferred and the Catalyst investment channeled through and drafting the relevant documents for structuring the deal such as term loan, convertible loan and share warrants.
  • Acting as the lead legal advisor for WS Atkins International, a subsidiary of WS Atkins, a company listed on the London Stock Exchange and one of the leading design, engineering and project management consultancy services firms in the world, in connection with Atkins’ acquisition of 100% of Howard Humphreys East Africa (HHEA), an engineering consulting firm based in Kenya, and its wholly-owned subsidiary in Tanzania (HHTZ), including coordinating work by local counsel in Tanzania, structuring legal and tax advice, undertaking due diligence, drafting and negotiating the transaction documents, and obtaining regulatory approvals, including from the Competition Authority of Kenya and Tanzania’s Fair Competition Commission.

For more information on Anjarwalla & Khanna’s corporate M&A expertise, please contact KARIM S. ANJARWALLA in Nairobi.