A US based conglomerate Seaboard Corporation which wanted to buy Kenya’s milling company Unga Limited, a listed company owned by the family of the late Philip Ndegwa, President Moi among other shareholders has failed in its attempt to woe the minority investors to sell their stake and have the company delisted.
The multinational company was unable to garner the support of shareholders holding a minimum combined stake of 75 per cent in the miller.
This is the second failed Nairobi Securities Exchange (NSE) takeover bid after a section of minority investors in Express Kenya rejected a buyout offer from chief executive Hector Diniz.
Mr Diniz and Seaboard were accused of attempting to buy the respective firms on the cheap, with both acquirers refusing to raise their offers in the controversially proposed deals.
Unga, for instance, was found to be worth up to Sh67.19 per share while Seaboard made an offer of Sh40 per share.
The multinational received acceptances amounting to 12.1 million shares or a 16.05 per cent stake in Unga, adding to its existing 2.92 per cent equity and another 50.93 per cent held by the Philip Ndegwa family with which it was working in concert to de-list Unga from the NSE.
Failure of the takeover bid means Unga will retain its listing on the NSE.
The U.S. firm offered in February to buy the 46.15 percent of Unga’s shares that are held by minority shareholders and listed on the Nairobi bourse.
The rest of the shares are owned by a local group of investors via a vehicle called Victus Ltd, which supports Seaboard’s goal of buying out the minority shareholders and eventually delisting the firm.
Seaboard, which had about 2 percent of Unga before the offer with Victus which has a 50.93 percent stake, needed to acquire three-quarters of the total issued share capital to be able to take Unga private.
Those who accepted Seaboard’s offer could still get paid at the offer price of Sh40 per share or an aggregate of Sh486 million if the multinational receives a waiver of the takeover’s conditions from the Capital Markets Authority (CMA).
The conglomerate signalled its intention to take up the 12.1 million shares despite the failure to have Unga de-listed.
“Further announcement regarding the offer will be published in due course,” Seaboard said in a public notice.
In a circular to shareholders, the multinational said the takeover conditions could be waived, allowing it to buy the tendered shares.
“In the event of a waiver of a condition, the appropriate notices will be given to the CMA, the NSE and a public notice of such a waiver will be published in two English language daily newspapers with national circulation in Kenya within 24 hours of the waiver,” reads part of the circular.