Absorption of Guinness Cameroon: BGI's Stake in Cameroon Beverages Rises from 84.12% to 88%
To unify Castel Group's industrial assets in Cameroon, the full integration of Guinness Cameroon SA subsidiary into Société Anonyme des Boissons du Cameroun strengthens the control of the ultra-majority shareholder.
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The merger-absorption project enacted on July 20, 2026, through the filing of legal documents with the clerks of the First Instance Tribunal, provides for the creation of 1,811,106 new shares with a nominal value of 10,000 FCFA each. Compensating the net contribution of Guinness Cameroon SA, valued at 271.762 billion FCFA, against an contributed asset of 329 billion FCFA and a liability of 57 billion FCFA, the operation increases the absorbing company's share capital from 57.363 billion FCFA to 75.475 billion FCFA. Fully allocated to the parent company BGI, which held 100% of the target's shares at the end of 2025, the new shares raise its overall stake from 84.12% to approximately 87.93%, or 6,636,414 shares out of a total now set at 7,547,469.
The financial structure records the accounting of a merger premium of 253.651 billion FCFA, representing 93.34% of the net contribution transferred. Without surrendering a single share, the minority bloc sees its overall representation decline from 15.88% to 12.07%, suffering a relative withdrawal of 3.81 percentage points within the shareholding structure. Furthermore, the opening of the 30-day legal opposition period reserved for non-bonded creditors, in accordance with OHADA law provisions, does not interrupt the continuation of industrial consolidation formalities.
Generated by the pooling of production and distribution capacities, the streamlining of operations reinforces the entity's hegemony on the national soft drinks market.
The finalization of extraordinary general meeting deliberations will ratify the definitive accounting adjustment of shareholders' equity.
The consolidation of assets under a single entity optimizes the operational profitability of the agribusiness giant.
The centralization of financial flows and commercial brands secures future returns for the principal investor in Central Africa.
Ndjomo Carlos
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