Kalahari Cement Limited has signed binding agreements to acquire a 28.2% stake in Kenya’s second largest cement manufacturer, East African Portland Cement Plc (EAPC), from two shareholders: Associated International Cement Ltd (AIC) and Cementia Holding AG.
- •Kalahari Cement will acquire 26,324,884 ordinary shares in an off-market deal priced at KSh 27.30 per share, bringing the total transaction value to approximately KSh 717 million.
- •This price represents a 42.5% discount to EAPC’s closing price of KSh 47.50 on the Nairobi Securities Exchange (NSE) on 31 July 2025.
- •Kalahari Cement, a special purpose vehicle (SPV) formed for this acquisition, is backed by Pacific Cement Ltd and entities linked to businessman Ebrahim Abdullah Munif, who owns cement interests across Kenya, Tanzania, Mauritius, and Zambia.
AIC and Cementia, both affiliated with Holcim, have agreed to sell their combined 28.2% stake, which they have held for decades.
Regulatory and Payment Terms
The transaction must receive approvals from the Capital Markets Authority (CMA), the Competition Authority of Kenya, the Ministry of Mining (for mining right transfers), and the NSE (for block trade clearance).
Kalahari Cement plans to settle the payment in cash. However, if it relies on third-party financing, it will provide an irrevocable and unconditional bank guarantee to the sellers.
Additionally, it is seeking an exemption from making a mandatory takeover offer under Regulation 4 of the Capital Markets (Takeovers and Mergers) Regulations, 2002. The company has clarified that it will not acquire any additional shares beyond this transaction.
Kalahari has also confirmed it does not intend to delist East African Portland Cement.
Shareholding Structure as of 30 June 2024
- •National Social Security Fund (NSSF) – 27.0%
- •The National Treasury – 25.3%
- •Associated International Cement Ltd – 14.6%
- •Cementia Holding AG – 13.6%
- •Bamburi Cement Plc – 12.5%
Together, these five shareholders controlled over 94% of EAPC’s issued share capital.
