Vodafone-linked investors are on track to assume formal majority control of Safaricom following a proposed KES 204.3 billion ($1.57 billion) share transaction that will raise their combined stake to 55%, crossing Kenya’s regulatory threshold for effective control.

The transaction—disclosed in a public notice dated December 3—marks one of the largest equity deals in Kenyan history and comes at a time when the government is grappling with increasing fiscal pressure.

Under the proposal, Vodafone Kenya will acquire a 15% stake from the government, purchasing more than 6 billion shares at KES 34 ($0.26) per share. The valuation places Safaricom at a premium compared to its recent performance on the Nairobi Securities Exchange (NSE). After the sale, the government will retain a 20% shareholding, while public investors will hold 25%.

The deal is accompanied by an internal restructuring within Vodafone and Vodacom Group. Vodacom—already owning 87.5% of Vodafone Kenya—plans to acquire the remaining stake, giving the wider group an additional 4.99% indirect interest in Safaricom. Combined, these moves elevate Vodafone Kenya’s direct and indirect holding to 55%, granting majority control for the first time since Safaricom’s 2008 listing.

As part of the agreement, Vodafone Kenya will pay the government KES 40.2 billion ($309 million) for rights to future Safaricom dividends. This allows the government to convert long-term dividend income into an immediate cash inflow.

Safaricom remains Kenya’s most valuable listed company, its largest corporate taxpayer, and a dominant force in mobile money through M-PESA, which holds a 91% market share. In FY 2025 alone, Safaricom paid KES 48.08 billion ($379 million) in dividends.

Despite gaining majority control, Vodafone Kenya clarified that it does not intend to launch a takeover offer for the remaining shares—an action typically required after crossing the 50% mark. The company plans to seek an exemption from the Capital Markets Authority (CMA), signalling that Safaricom will remain publicly listed.

The transaction still requires approvals from regulators including the CMA, Competition Authority of Kenya (CAK), Central Bank of Kenya (CBK), and regional competition bodies.