Former BOC Kenya chairman Mr Ngugi Kiuna has petitioned the Capital Markets Tribunal to stop the BOC Kenya buyout by Carbacid Investments.
According to Mr Kiuna who holds 1.4 million BOC shares equivalent to a 7.6 percent stake, BOC Kenya was undervalued in the deal and the Capital Markets Authority (CMA) erred in approving the buyout.
Mr Kiuna also accuses CMA of 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.
The deal was supposed to be closed on April 6, 2021, but now will have to be put on hold until the petition is heard and determined.
According to Mr Kiuna’s valuation, as of December 31, 2020, BOC had Ksh1.1 billion in cash and cash equivalents alone.
He argues that BOC has not revalued its freehold land and buildings at market rate, maintaining that the Ksh46.4 million valuation is a gross undervaluation.
“The information presented in the [BOC] financial statements is incorrect, not up to date and misleading, with some entries having been exaggerated and others understated,” he said.
According to independent valuation firm Dyer and Blair Investment Bank, BOC share was worth Ksh91.76, bringing the total value of its 14.8 million shares to Ksh1.7 billion.
However, Carbacid’s total bid price is Ksh1.2 billion, Ksh552 million less than Dyer and Blair Investment Bank valuation.
BOC Holdings, the majority shareholder in BOC Kenya, had already agreed to sell its 65.38 percent stake to Carbacid at the Ksh63.5 per share offer price.
Mr Kiuna has business interests and shares in Maiden Lane Investments Limited, Proctor & Allan (EA) Limited and land holdings in Tatu City.