This piece is interpretation, built on facts reported elsewhere on The Meridian.
Across four jurisdictions in a single fortnight, the decisive moment in a transaction came after signing, and in two cases after completion.
- Kenya: the State’s sale of 15% of Safaricom completed in July, was declared void in September, and the Court of Appeal refused a stay in October.
- South Africa: the Premier/RFG merger was approved in April and implemented, and is now the subject of a revocation application by the Competition Commission.
- Ghana: the Ewoyaa lithium sale waits on State consent against a 30 October date, and the sale of Société Générale Ghana is moving through sequenced approvals from two regulators.
- Nigeria: the downstream regulator’s licensing discretion was overridden at first instance, and the country’s largest refinery is seeking to join the appeal.
Three practical consequences
First, diligence the seller’s authority, not only the asset. For disposals by governments and State entities, the public-participation record, the legislative instruments relied on and the parliamentary process are now material diligence items. A clean share purchase agreement does not cure a defective public-law foundation.
Second, conditions survive completion. Public-interest undertakings given to competition authorities are being enforced after implementation. Integration plans that touch employment or local suppliers should be checked against those conditions before announcement, and disclosure to the authority should anticipate decisions under active consideration.
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Third, allocate the risk of official silence explicitly. The Ewoyaa terms separate a government’s rejection, which carries no break fee, from a buyer’s decision to walk away after silence, which does. Long-stop dates, break fees and unwind mechanics deserve that level of precision wherever State consent is required.
A caution on our own reading
Four cases in a fortnight are a signal, not a statistical trend. Each turns on its own statute and facts. But the direction is consistent, and the cost of pricing it in at term-sheet stage is low.
Photo: Kevoyugi / Wikimedia Commons, CC BY-SA 4.0 (illustrative).
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