BOC, which has operated in Kenya since 1940, produces and supplies industrial, medical and special gases. FILE PHOTO | NMG Medical and industrial gas manufacturer BOC Kenya has told its shareholders to stop sending in forms committing to sell their shares to Carbacid Investments which has offered to acquire the company at Sh63.5 per share or a total of Sh1.2 billion.
The move comes after BOC’s former chairman Ngugi Kiuna, who holds a 7.6 percent stake in the company, filed an appeal at the Capital Markets Tribunal on March 2 objecting to the buyout which he says undervalues the Nairobi Securities Exchange-listed firm.
“Pending further guidance from the CMA and/or tribunal, we wish to inform you that no further action should be taken in relation to the activities set out in the transaction timetable provided in the takeover offer document forwarded to you on February 19, 2021,” BOC said in a notice yesterday.
“This includes the filling and return of acceptance forms. Shareholders who have submitted their acceptance forms to date need not take action until further guidance is provided.”
The company added that the law requires that the status quo be maintained on any matter that is the subject of an appeal at the tribunal.
The legal action by Mr Kiuna is set to delay the takeover bid, with the offer to BOC’s shareholders having initially been scheduled to run until April 6.
It was not immediately clear how many BOC shares had been tendered to Carbacid by the time the appeal was lodged with the tribunal.
Carbacid is however guaranteed of securing a 63.5 percent stake which was pledged by the target company’s majority shareholder BOC Holdings.
Mr Kiuna says CMA erred in approving the takeover by ignoring the undervaluation of BOC besides disregarding the protection of interests of minority shareholders.
“That the approval granted by the first respondent in respect of the proposed takeover offer by Carbacid Investments Plc and Aksaya Investments LLP to acquire up to 100 percent of the issued ordinary shares of BOC Kenya Plc be set aside in its totality for being invalid, null and void ab initio,” Mr Kiuna said in the appeal.
