US company bent on takeover of Unga Group

American firm Seaboard may be plotting a boardroom takeover of Unga Group after losing the battle with some shareholders to buy out the firm in the open market.

In a notice that has left everyone guessing, Seaboard said it will call a special meeting where it said its agenda to delist from the Nairobi bourse will be pursued.

“It remains the intention of Seaboard to proceed with its proposal to seek a delisting of the company from the Nairobi securities Exchange at an extraordinary general meeting to be convened in due course,” the firm said in a notice yesterday.

In what could be a hostile takeover or a sweetheart deal, market analysts say the firm may offer the dissenting shareholders a better price because in other markets it has been able to give a more lucrative deal than what it tabled in Kenya.

Opposing investors successfully blocked the bid by the Americans after some shareholders declined the Sh40 per share offer with claims it was worth Sh67 each.

They insisted the price had not factored in other assets that could have driven up the price.

Some are said to have even bought up more shares in the open market, rallying it from Sh29.25 on February 7 when Seaboard made its intentions known to highs of Sh43 in the following weeks.

Opposition

“Given there was a lot of opposition on the initial offer, I do not think they can just waive it and take over. It may even get to the courts,” Grace Wangeci, a market analyst at Ghengis Capital, told Weekend Business.

Meanwhile, Seaboard has amassed backing in the failed takeover bid where it sought 46.15 per cent stake to increase its shareholding from 2.92 per cent to 49 per cent, making it a partnership with Victus. The firm has already locked in the 50.93 per cent owned by the family of the late Philip Ndegwa, a former Central Bank governor whose son, James Ndegwa, chairs the Capital Markets Authority.

It pulled in additional shares from willing investors who delivered 16 per cent stake to give Seaboard 18.9 per cent.

Another 8.1 per cent of shareholders who never responded have been handed over to the Unclaimed Financial Assets Authority, which holds the shares in trust.

This could give Seaboard support of up to 77.93 per cent against the 22 per cent who stalled the deal.