Sarrai Group — USD 120 million acquisition of Hima Cement

Mergers & Acquisitions · Commercial Law · Cross-Border Transactions

K&K Advocates acted as lead transaction counsel to Sarrai Group Limited in its USD 120 million acquisition of 100% of Hima Cement Limited, one of Uganda's most significant industrial assets.

Estimated Value: USD 120,000,000

Status: Signed

The challenge

Hima Cement Limited is one of Uganda's most significant industrial assets, a manufacturer with plants in Kasese and Tororo, a Rwandan subsidiary distributing cement across the East African region, and a combined annual production capacity of approximately 1.5 million tonnes. Holcim Group, the Swiss building materials multinational, held its stake through a layered structure involving Himcem Holdings Limited and Cementia Holding AG. The divestiture was part of Holcim's global Strategy 2025, under which it elected to exit certain African markets. For Sarrai Group, acquiring 100% of Hima Cement's issued share capital, alongside co-investor Rwimi Holdings Limited, under a Sale and Purchase Agreement between Himcem Holdings Limited, Cementia Holdings AG, Sarrai Group Limited, and Rwimi Holdings Limited, represented a transformative expansion into cement manufacturing. The transaction required conducting comprehensive due diligence across a multi-jurisdictional target, negotiating a share purchase agreement with a sophisticated global seller and navigating all regulatory consents and approvals across Uganda, Rwanda, and Kenya.

What we did

K&K Advocates acted as lead transaction counsel to Sarrai Group across both phases of the engagement. On the acquisition, our mandate covered the full lifecycle of the deal: we conducted a comprehensive legal due diligence on Hima Cement Limited, examining the target's corporate structure, material contracts, regulatory licences, land and property holdings, litigation exposure, and employment obligations across its Ugandan and Rwandan operations. We negotiated the Share Purchase Agreement, obtained all necessary consents and regulatory approvals, including approvals from the Ministry of Energy and Mineral Development, and drafted, reviewed, and filed all closing documentation with the relevant authorities. The transaction was signed on 14 November 2023 and completed on 5 March 2025.

Post-closing, we advised Sarrai Group on its notification obligations under the COMESA Competition Regulations, including in relation to inquiries raised by the COMESA Competition Commission following Sarrai Group's acquisition of the target company. We also advised Sarrai Group on post-closing tax matters together with Penningtons Manches Cooper LLP as co-counsel and the independent expert, Deloitte LLP.