Vodafone Kenya has launched a two‑pronged transaction to consolidate majority control of Safaricom PLC in one of Kenya’s largest corporate ownership restructurings.
- •The dual deal, valued at KSh 312.6B, will raise Vodafone Kenya’s direct stake in Safaricom from 39.9% to 55%, reshaping the ownership of East Africa’s most profitable telecommunications company.
- •First, Vodafone Kenya will acquire a 15% stake from the Government of Kenya for KSh 204.3B at KSh 34 per share, and make an upfront payment of KSh 40.2B for future dividend rights on its residual 20% Safaricom stake.
- •Second, parent company Vodacom Group will purchase the remaining 12.5% stake in Vodafone Kenya from Vodafone International Holdings B.V. for KSh 68.1B, giving Vodacom 100% ownership of Vodafone Kenya and an indirect 5% interest in Safaricom.
Once completed, Safaricom’s new ownership structure will be led by Vodafone Kenya (controlled by Vodacom) at 55%, public investors at 25% and the Government of Kenya at 20%.
This marks a major shift from the previous distribution, where Vodafone Kenya held 39.93%, the government held 35% and the public accounted for 25.07%. The government will retain its 20% as a strategic stake and continue appointing two directors to Safaricom’s board to safeguard national interests.
The KSh 34 per‑share offer represents notable premiums to Safaricom’s trading performance:
- •18.4% to the 90‑day VWAP.
- •33.9% to the 180‑day VWAP.
- •19.3% to the average closing price on 2 December 2025.
At the time of the filing, Safaricom held a market capitalization of KSh 1.1T.
Regulatory Approvals and Corporate Simplification
The acquisition triggers mandatory takeover provisions under Kenya’s Takeover Regulations, as Vodafone Kenya’s stake will exceed effective‑control thresholds. However, the company has indicated it will seek an exemption from the Capital Markets Authority.
The transaction requires approvals from the Cabinet, National Assembly, CMA, Communications Authority, Central Bank of Kenya, COMESA Competition Commission and East African Community Competition Authority. Vodacom must also secure a fairness opinion to comply with Johannesburg Stock Exchange requirements.
Vodacom’s acquisition of full ownership of Vodafone Kenya simplifies the corporate structure within the broader Vodafone ecosystem. According to the filing, this alignment provides Vodacom with maximum flexibility to implement the government stake acquisition efficiently.
Vodacom’s rationale centers on strengthening its African operations and enhancing regional scale across connectivity and fintech. Safaricom’s dominant position in Kenya, its fintech reach through M‑Pesa and its growing footprint in Ethiopia support this strategic alignment. The filing describes Safaricom as a compelling investment with a differentiated growth outlook.
For the Government of Kenya, the combined KSh 244.5B inflow from the sale and dividend‑rights transfer delivers substantial fiscal resources without increasing public debt. The government plans to allocate the proceeds toward infrastructure projects across energy, transport, water and aviation.
Vodacom has also committed to maintaining Safaricom’s listing on the Nairobi Securities Exchange. The Safaricom chairman and independent directors will remain Kenyan, and there will be no merger‑related redundancies for at least three years. The filing confirms that no irrevocable undertakings, side agreements or shareholder arrangements exist involving Vodafone Kenya and any Safaricom shareholders.
The two transactions are inter‑conditional and expected to close simultaneously in the first quarter of 2026, marking a significant shift in Safaricom’s governance and long‑term corporate structure.
