'Not for sale': Why MPs slammed brakes on Tanzanian billionaire's cement empire

East African Portland Cement Company. [File, Standard] MPs have moved to block the controversial off-market share sale that would have handed a Tanzanian billionaire a dominant stake in the State-linked East African Portland Cement Company Plc (EAPC), instead recommending that the company buy back the shares to safeguard national interests. The Departmental Committee on Trade, Industry and Cooperatives, in a report tabled in the National Assembly, presented a damning assessment of the proposed sale of a 29.2 per cent stake in EAPC to Kalahari Cement Ltd, owned by Tanzanian cement baron Edhah Abdallah Munif. The committee's most adverse recommendation calls for EAPC itself to purchase the shares from seller Holcim Group and then offer them to the Kenyan public, a move that would scuttle the private deal entirely. The probe was triggered by public outrage over the transaction's terms, notably a sale price of Sh27.30 per share-less than half the prevailing market price of around Sh58 per share. The price has rallied in recent weeks following the announcement by the Tanzanian firm that it would acquire an additional stake from Holcim Group and, more recently, from the National Social Security Fund (NSSF), which has a 27 per cent shareholding in the cement firm. The share price of EAPC on December 3, 2025, peaked at Sh93 per share but had since retreated to Sh83.25 by the close of trading on Monday, considerably higher than the sale price of Sh27.30. The Capital Markets Authority (CMA) noted that this was a negotiated price between Holcim and Kalahari. There were also fears that Kalahari would consolidate too much market power. If completed, Munif's combined influence would reach 41.7 per cent, surpassing the combined holdings of the Kenyan government and its pension fund. This is in addition to Kalahari's existing link to Bamburi Cement. The company is a subsidiary of Amson's Group, which last year acquired a 96 per cent stake in Bamburi through the acquisition of the 58.6 per cent stake from Holcim and as well as from numerous other retail shareholders. Amid ongoing controversy and political backlash over his initial acquisition, Munif recently announced a further controversial proposal to purchase NSSF's remaining 27 per cent stake in East African Portland Cement, regulatory filings show, a move that would cement his majority control of the strategic manufacturer and has raised acute concerns about market concentration and the fate of a key national industrial asset. In a statement, Amsons said NSSF had completed the sale of its 27 per cent stake in EAPC to Kalahari Cement. The transfer, the firm said, followed approvals by the Capital Markets Authority (CMA), Competition Authority of Kenya (CAK) and the Ministry of Mining, all approved the sale. This now makes Kalahari the majority shareholder of EAPCC with a 69 per cent stake. This was even as the MPs making up the National Assembly's Committee on Trade said EAPC should buy back shares that Kalahari bought from Holcim and instead sell them to Kenyans through an initial Public Offering (IPO). The move would transfer ownership from a single foreign entity to thousands of Kenyan investors, aligning with broader government goals. "The committee recommends that the National Assembly resolves that EAPC Plc buys back shares from Holcim Group and offer them to the public through a fresh IPO on the basis that the transaction aligns with the privatisation policy in Kenya and will deliver clear public benefits," said the Committee in its report. The committee's investigation into his earlier deal, however, revealed a process riddled with red flags. It found that the negotiated price "rests substantially below the prevailing NSE market price," suggesting "possible undervaluation and erosion of shareholder value, including the government's own equity stake." MPs slammed regulators for a disjointed review. The CMA granted Kalahari a rare exemption from mandatory takeover rules, allowing it to acquire effective control without offering to buy out other shareholders. Simultaneously, CAK concluded the transaction was "not notifiable" as a merger, thus performing no analysis of its impact on market competition, consumer prices, or employment. The committee's landmark intervention represents a significant assertion of parliamentary authority over the disposition of strategic State assets and exposes critical vulnerabilities in Kenya's regulatory framework. By halting the sale and advocating for a public share offering, analysts said yesterday, the MPs are not only challenging a specific transaction but setting a precedent for heightened scrutiny of deals involving national champions, signalling that undervalued asset sales to dominant private players will face fierce political resistance. Their findings of a deeply discounted price and a disjointed regulatory review have laid bare systemic gaps that could prompt sweeping reforms to capital market and competition rules, with lasting implications for foreign investment and state-owned enterprise governance in Kenya, analysts say. "This regulatory vacuum is alarming for a sector strategic to Kenya's economic and infrastructure agenda," the report states. It ordered CAK to conduct a full market study within 60 days to assess concentration risks in the cement industry, vital for housing and construction. The proposed sale stems from Swiss conglomerate Holcim's strategic exit from several African markets. Kalahari Cement, an investment vehicle for Munif-who also controls Bamburi Cement through the Amsons Group-sought to acquire the stake held by two Holcim subsidiaries. Operational strategy The committee found the deal would fundamentally alter corporate control. While Kalahari's direct purchase of 29.2 per cent sits just below the 30 per cent threshold that automatically triggers a takeover offer, its common ownership with Bamburi Cement (which holds 12.5 per cent of EAPC) creates a combined 41.7 per cent bloc. MPs argued regulators failed to properly apply "acting in concert" and "common control" rules designed to prevent such control consolidation. "The absence of a publicly disclosed strategic plan from Kalahari Ltd raises uncertainty over employment stability, operational strategy, and alignment with national industrial policy," the report warns. It calls for Kalahari to provide a legally binding memorandum on its plans, guaranteeing no asset-stripping and safeguarding jobs. Beyond blocking this specific deal, the committee pinpointed systemic failures in Kenya's capital markets framework. It found a lack of rules to protect existing shareholders during major off-market sales, recommending new legislation to introduce pre-emptive rights for existing shareholders and competitive bidding processes for large blocks of shares in listed companies. "The existing legal framework... lacks explicit provisions for exercise of pre-emptive rights... or competitive bidding... These gaps expose listed companies... to risks of opaque transactions, insider arrangements, and erosion of shareholder and public value," the report concludes. The committee's recommendations now head to the full National Assembly for debate and a potential vote. If adopted, they would not only halt a contentious corporate transaction but could signal a more assertive parliamentary role in scrutinising the sale of strategic national assets and usher in significant reforms to Kenya's capital markets regulation. The outcome sets the stage for a clash between parliamentary will, executive policy, and the ambitions of one of East Africa's most prominent industrialists. On Monday, Amsons Managing Director Munif explained why the firm had bid to become the majority shareholder in EAPC. "We see so much potential in the cement market in Kenya, and we are committed to growing it even more. We plan to make a significant investment in EAPCC with the aim that we triple production capacity in the next three years," he said in the statement announcing the completion of the acquisition of the NSSF stake. "We also plan on building another clinkerisation plant, which will lead to thousands of new jobs being created and increased revenue for Kenya as sales grow. This will also be very beneficial for other industries, including logistics and construction. I have always believed in local production as one of the best ways to grow and stabilise an economy, and now we have another opportunity to prove this through our acquisition of EAPC."

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