Tanzanian conglomerate Amsons Group has outlined a Sh682.7 million ($5.31 million) break-up fee should its proposed acquisition of Nairobi Securities Exchange-listed cement manufacturer Bamburi Cement fall through.

The family-owned business, with interests spanning East Africa, last Thursday unveiled plans to acquire the entire shareholding in Bamburi for Sh23.59 billion. Integral to the deal is a break-up fee clause, a common safeguard in mergers and acquisitions.

Amsons has stipulated that should it terminate the transaction before November 28, 2025, for reasons outside of legal impediments, the break-up fee will be pro-rated among Bamburi shareholders who have accepted the offer.

The firm underscored that this penalty will only be triggered if the deal is not consummated by the specified date, unless prevented by a court order or similar legal directive that renders the acquisition impossible.

The proposed takeover, which values Bamburi at Sh20 per share above its Wednesday closing price, is contingent upon regulatory approvals, including from the Comesa Competition Authority. Its realisation could see the iconic Kenyan firm delisted from the NSE.

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“Should the offer or (Amsons) achieve acceptances of 75 percent or more of the offer shares, the offeror will evaluate the continued efficacy of Bamburi remaining listed and may then, subject to approval from the Capital Markets Authority, apply for Bamburi to be delisted from the NSE,” Amsons stated.

The potential delisting comes after a series of transactions involving Bamburi and its parent company, Swiss multinational Holcim.

Earlier this year, Bamburi concluded the sale of its 70 percent stake in Ugandan subsidiary Hima Cement to a consortium led by Sarrai Group for an estimated $84 million.

Additionally, Holcim offloaded its 65 percent holding in Tanzania’s Mbeya Cement Company to Amsons, a deal that was recently finalised following regulatory clearance.

Holcim, which owns 58.3 percent of Bamburi through its investment vehicles Fincem Holding Limited and Kencem Holding Limited, stands to reap approximately Sh13.75 billion from the proposed acquisition.