Carbacid Plc Shareholders Approve 100% Acquisition of BOC Kenya Plc
Carbacid Investments Plc’s (CIL) shareholders have approved the acquisition of up to 100 percent of the shareholding of BOC Kenya Plc (BOC) pursuant to the offer that was announced in November 2020. The proposal was voted upon and approved at Carbacid’s 49th annual general meeting of the shareholders.
On 25th November 2020, CIL and Aksaya Investment LLP as Co-Offerors notified BOC of their intention to make a joint takeover offer to acquire up to 100 percent of the shares of BOC, being 19,525,446 ordinary shares with a par value of Kes 5.00 for a cash consideration of Kes 63.50 per share (Offer).
The proposed acquisition, valued at just over Kes 1.2 billion, is subject to regulatory approvals and is part of CIL’s diversification and growth plan.
With a shareholder base of more than 3000 investors, delegates attending the AGM overwhelmingly voted (90.3 percent) in favor of the proposed acquisition.
Carbacid Shareholders Question Acquisition
The shareholders asked various questions about the Offer made to acquire the shares of BOC and the rationale for the acquisition. The Chairman outlined the commercial rationale for making the offer and advantages to CIL of expanding its business portfolio through the proposed acquisition noting the fact that BOC and CIL have distinctly different business lines and customer bases.
As they ratified the Offer, shareholders tasked the Board of Directors of CIL to all use reasonable efforts to complete the acquisition as soon as is possible.
“This acquisition is part of our diversification strategy and the combination of BOC’s product portfolio and services with our business is an excellent match that will position us to become a leading regional supplier of choice for industrial, medical and special gases and related equipment and services,” CIL Chairman Amb. Dennis Awori said during the AGM.
While BOC produces and supplies industrial, medical and special gases, CIL’s main operating subsidiary Carbacid (CO2) Limited is the region’s leading producer of natural food-grade carbon dioxide extracted from natural underground reservoirs in Kenya. The two businesses will complement each other to provide a full range of gases and services in the region.
The Co-Offerors have already secured an irrevocable undertaking from BOC’s single largest shareholder, United Kingdom based BOC Holdings, (which holds 12,765,582 ordinary shares in BOC, constituting 65.38 percent of the issued and fully paid-up share capital of BOC) to sell the BOC Holdings shares to the Co-Offerors.