High Court Lets Sh300 Billion Diageo-Asahi Deal Proceed Amid Legal Battle

The High Court has refused to halt the multi-billion shilling Asahi-Diageo transaction, signaling that major commercial deals in Kenya cannot be easily disrupted without strong legal justification.

During Wednesday’s hearing, Justice Bahati Mwamuye declined to grant interim conservatory orders sought by distributor Bia Tosha, who had moved to court to suspend the proposed share transfer while their ongoing dispute with Kenya Breweries Limited, East African Breweries Limited, Diageo, and United Distillers Vintners (UDV) is resolved.

Bia Tosha’s lawyers, Kenneth Kiplagat and Kiragu Kimani, argued that the share transfer could undermine Diageo’s assets in Kenya, potentially affecting their ability to pursue claims against the companies. 

They urged the court to intervene to prevent what they described as potential irreparable harm.

However, lawyers representing the companies pushed back strongly. Senior Counsel George Oraro, appearing for EABL, told the court that the distributor’s claims are not connected to the transaction, and that no harm would result from the deal proceeding. 

“There is no relation between the transaction and EABL’s ability to settle any money due to Bia Tosha distributors,” Oraro said.

Diageo’s lawyer, Njoroge Regeru, described the application as a “collateral attack” on the transaction, designed to pressure the companies rather than genuinely protect the distributor’s interests.

 “How can a party against whom no order has been issued be said to have violated it? Bia Tosha Distributors must not be allowed to weaponize conservatory orders to derail a commercial transaction,” he argued.

Senior Counsel Githu Muigai, representing Cogno Ventures Limited, an interested party in the case, also supported the respondents, warning that granting prohibitive orders at this stage would amount to pre-judging the dispute without a full hearing.

The court has now directed all parties to appear on April 9, 2026, when it will deliver a ruling on the application. Legal analysts say the decision highlights the judiciary’s cautious approach to intervening in large-scale corporate transactions, balancing the protection of individual rights with the need to safeguard business certainty in high-value deals.

Industry observers note that the Asahi-Diageo transaction, valued at approximately USD 2.3 billion (about Sh300 billion), is among the largest deals in the region and its smooth execution is considered critical for investor confidence in Kenya’s business environment.