According to BOC Kenya's proposed merger with Carbacid Investments Ltd will be one of East Africa's largest between multi-product gas companies with a significant local shareholding.

Carbacid will continue to operate as a separate business unit with its own board and management team within the enlarged BOC Kenya group.

According to John Kariuki, managing director of BOC Kenya, the two companies are in non-competing product lines and are keen to entrench themselves as leading players in their respective business segments in Kenya and the East African region. 'If successfully concluded, the proposed merger will address the need for the achievement of critical mass with a view to delivering strong and sustainable returns to their shareholders,' says Mr Kariuki.

The proposed merger will be effected by the issue of 0.555 new fully paid up BOC Kenya ordinary shares for every one Carbacid ordinary share held, and a cash payment of Ksh25.35 (33 US cents) for every one Carbacid ordinary share.

As a condition of the offer, Carbacid will in addition be expected to pay a special dividend of Ksh30 (40 US cents) per Carbacid ordinary share.

The implied acquisition value of Ksh144.15 ($1.94) per Carbacid ordinary share represents a premium of 6.70 per cent on the average traded market price of Ksh135.10 ($1.83) per Carbacid ordinary share on the Nairobi Stock Exchange (NSE) during the three-month period preceding December 2, 2005.

The last closing market share price of a BOC Kenya ordinary share and Carbacid ordinary share on the NSE, prior to the suspension of trading on December 2, was Ksh160 ($2.16) and Ksh137 ($1.85) respectively.

If the merger is successful, Carbacid shareholders who accept the offer will become shareholders in BOC Kenya and Carbacid will be delisted from the NSE.