Mergers & Acquisitions
End-to-end M&A advisory: target identification support, legal and regulatory due diligence, deal structuring, transaction documents (SPA, SHA, disclosure letter), merger control filings with the Competition Authority of Kenya and the COMESA Competition Commission, completion mechanics and post-completion integration. We act for strategic acquirers, private equity sponsors and selling shareholders on Kenyan and East African transactions.
What we advise on. We run the full deal lifecycle: structuring and term sheets, legal and regulatory due diligence, the suite of transaction documents (sale and purchase agreement, shareholders’ agreement, disclosure letter, ancillary deeds), conditions-precedent management, completion mechanics, and post-completion integration. We handle share and asset deals, mergers, joint ventures, carve-outs, management buy-outs and private equity investments.
Governing law and regulators. Beyond the Companies Act 2015, M&A in Kenya frequently engages merger control before the Competition Authority of Kenya (CAK) and, for regional deals, the COMESA Competition Commission; sector approvals from regulators such as the CBK, CMA or IRA; and tax clearance. We coordinate every regulatory workstream so conditions precedent are mapped and tracked from day one.
Who we act for. We act for strategic acquirers, private equity and venture funds, founders and selling shareholders, and management teams. Whether you are buying, selling or investing, we focus on the handful of issues that actually move value and risk — price adjustment, warranties and indemnities, restrictive covenants and conditionality — rather than drowning the deal in low-stakes points.
Why OLM for M&A. Deals are won and lost on pace and judgement. Our partner-led teams negotiate hard where it counts and concede gracefully where it doesn’t, and our integrated competition, tax and employment capability means regulatory and people issues are handled in-house rather than bolted on late.
Frequently Asked Questions
When does a transaction require CAK merger approval in Kenya? Merger clearance from the Competition Authority of Kenya is required where the combined turnover or assets of the merging parties exceed prescribed thresholds. Some lower-threshold mergers qualify for an exclusion but still require notification. We assess notifiability at the term-sheet stage.
How long does a merger clearance take in Kenya? An unconditional clearance from the CAK typically takes 60 to 90 days from a complete filing; matters raising competition concerns or requiring COMESA coordination take longer. We build the regulatory timetable into the deal’s conditions precedent.
What is the difference between a share sale and an asset sale? In a share sale the buyer acquires the company with all its assets, liabilities and history; in an asset sale the buyer cherry-picks specific assets and leaves liabilities behind. The choice drives the due diligence, tax treatment and consents required, and we advise on the right structure for your risk appetite.
What are the main stages of an M&A transaction? Typically: strategy and target identification, term sheet, due diligence, negotiation and signing of transaction documents, satisfaction of conditions precedent, completion, and post-completion integration. We run each stage.