Asahi Group has secured takeover exemptions from capital markets regulators across Kenya, Tanzania and Uganda, removing a key procedural barrier in its US$2.3 billion (KSh 296.5 billion) acquisition of Diageo's controlling stake in East African Breweries,
- •The Japanese brewer announced on 15 May 2026 that the Capital Markets Authority of Kenya, the Capital Markets and Securities Authority of Tanzania, and the Capital Markets Authority of Uganda had each granted exemptions from the requirement to make a mandatory takeover offer to EABL's minority shareholders.
- •The exemptions, issued under each country's respective takeover and mergers regulations, mean Asahi will not be obligated to extend a buyout offer to the 35% of EABL's share capital held by public investors on the Nairobi Securities Exchange, the Dar es Salaam Stock Exchange, and the Uganda Securities Exchange.
- •Antitrust approvals are still pending, and a live Court of Appeal case is also clouding the deal's timeline.
The transaction, announced in December 2025, involves Asahi acquiring 100% of Diageo Kenya Limited from Diageo Holdings Netherlands B.V., which indirectly transfers 65% of EABL's issued share capital to the Japanese group. The deal values EABL at an implied enterprise value of US$4.8 billion, equivalent to 17 times adjusted EBITDA. Net proceeds to Diageo are estimated at US$2.3 billion after tax and transaction costs. EABL reported net sales of KSh 128.8Billion (US$996 million) in the financial year ended June 2025.
For Asahi, the acquisition marks its first major investment in African alcoholic beverages and its entry into a consumer market spanning Kenya, Uganda and Tanzania.
Despite the exemption milestone, completion of the acquisition remains subject to antitrust clearances from the Competition Authority of Kenya, the Fair Competition Commission of Tanzania, and Uganda's Ministry of Trade, Industry and Cooperatives. Those approvals had been expected between May and June 2026, though ongoing litigation has introduced uncertainty around that schedule.
A parallel legal challenge filed by Bia Tosha Distributors, a Kenyan beer distributor embroiled in a commercial dispute with Diageo and EABL since 2016, has added a further layer of complexity. The High Court dismissed Bia Tosha's application to block the transaction on 9 April 2026, with Justice Bahati Mwamuye ruling that a distribution territory dispute does not automatically extend to decisions on parent company share ownership.
Within 24 hours, however, Bia Tosha filed a notice of appeal and, in a tactical escalation, named both the Capital Markets Authority and the Competition Authority of Kenya as additional respondents, pulling the two agencies processing the deal's final approvals directly into active litigation.
The company has committed to maintaining EABL's listings across all three exchanges following completion.
The move has drawn scrutiny from Kenya's investment community. Analysts have warned that using court proceedings to constrain regulatory agencies processing a legitimate share transaction risks signaling broader instability to cross-border investors.
Under the terms of the deal, Diageo will maintain its presence in the East African market through long-term licensing agreements covering Guinness, Johnnie Walker, Captain Morgan and other international spirits brands. Local brands including Tusker, Kenya Cane and Serengeti Lager remain owned by EABL. The transaction includes Diageo's 53.68% stake in United Distillers Vintners Kenya, the Kenyan spirits subsidiary.
