British multinational Diageo has filed submissions at Kenya’s High Court opposing an application by Bia Tosha Distributors Limited that seeks to block the proposed Sh300 billion sale of its 65 percent stake in East African Breweries Limited (EABL) and its holding in spirits maker UDV Kenya to Japanese beverage firm Asahi Group Holdings.
In documents filed before the court, Diageo described the application as “hollow, built on quicksand,” arguing it represents an attempt to advance private commercial interests under the guise of constitutional litigation. The company further submitted that Bia Tosha was seeking to “weaponise” conservatory orders to interfere with a major commercial transaction.
Central to Diageo’s position is a structural distinction: the proposed transaction operates at the shareholder level and does not involve a direct sale of Kenyan operating assets by EABL, Kenya Breweries Limited, or UDV Kenya. Under the terms of the deal, Asahi would acquire Diageo Kenya the investment vehicle through which Diageo holds its EABL stake along with Diageo’s 53.68 percent shareholding in UDV Kenya.
Diageo also submitted that it was not a party to the distributorship agreements from which the underlying dispute originally arose, and that efforts to include it in the matter were made for collateral purposes.
Bia Tosha’s application stems from a legal dispute dating back to 2016, when the distributor alleged that Kenya Breweries Limited unlawfully terminated its distribution routes and withheld a Sh38 million goodwill refund. The firm is currently seeking Sh25 billion in damages and argues that Diageo’s exit would make any eventual court judgment difficult to enforce against a party no longer present in the Kenyan market.
Bia Tosha has further requested that the Sh25 billion be deposited in an interest earning account pending the outcome of the case, warning that once completed, the share transaction cannot be reversed. Kenya Breweries Limited, EABL, and UDV Kenya have also opposed the application, submitting that granting the orders would harm third parties not involved in the original dispute.
The High Court previously declined to freeze the transaction, and the matter is now set for a ruling on April 9, 2026.
