Meet Bowmans’ Lawyers Advising Diageo in its USD 2.3 Billion Sale of EABL to Japan’s Asahi Group A USD 2.3bn deal doesn’t execute itself. As Diageo sells its 65% stake in EABL to Japan’s Asahi Group, we go behind the scenes to spotlight the Bowmans' lawyers advising on East Africa’s largest public M&A transaction.

When mega-deals happen, the most visible winners are usually the shareholders who are selling.

But in transactions of this scale, there is always a second, less visible layer of immediate beneficiaries: the financial advisers, lawyers and bankers whose expertise transforms headline numbers into a legally executable reality.

That reality is now playing out in the USD 2.3 billion acquisition of a 65 percent controlling stake in East African Breweries Plc (EABL) by Japan’s Asahi Group Holdings from Diageo Plc, a transaction that has been confirmed as the largest public mergers and acquisitions deal in East Africa and one of the top ten in Africa by value.

Just a day earlier, this publication reported that Asahi Group Holdings, the Japanese brewing and beverages giant, had assembled a formidable buy-side advisory team comprising Absa Bank Kenya PLC, ENS Africa, global law firm A&O Shearman and Japan’s Nomura Holdings to guide it through the acquisition. That line-up underscored the scale and seriousness of Asahi’s entry into Africa’s alcohol market.

Now, attention has turned to the sell-side. It has emerged that Diageo, the UK-listed global spirits company, has been advised on the ground by pan-African law firm Bowmans, acting as local counsel to Slaughter and May, one of the world’s most respected M&A law firms.

In a rare move that offers insight into how Africa’s biggest deals are actually executed, Bowmans disclosed details of its role and the lawyers involved in a LinkedIn announcement. In the post, the firm described the Diageo–Asahi transaction as the largest public M&A deal in East Africa and among the top ten in Africa by deal value, before outlining the legal team that supported Diageo through the process.

The transaction itself was far more complex than a simple sale of shares. It involved the disposal of Diageo’s interests in Diageo Kenya Limited, which holds the 65 percent stake in EABL, alongside the sale of Diageo’s 53.68 percent interest in UDV (Kenya) Limited, the spirits business. The deal centred on a publicly listed company with cross-listings in Kenya, Uganda and Tanzania and was accompanied by long-term brand licensing and transitional arrangements. It also attracted close scrutiny from competition authorities and raised significant tax, intellectual property and litigation risk considerations.

In a transaction of this magnitude, legal advice is not peripheral. It is central to protecting value, securing regulatory approvals and ensuring that timelines are met. That responsibility fell to Bowmans’ Kenya-based team, supported by specialists across disciplines and jurisdictions.

According to the firm’s LinkedIn post, the core transaction team advising Diageo in Kenya comprised Richard Harney, Joyce Mbui, Sidharth Shah and Aisha Anwar Ahmed. Working closely with Slaughter and May, the team coordinated the local execution of a globally structured transaction, ensuring compliance with Kenyan law, public markets regulation and regional requirements across East Africa.

In deals of this nature, the core transaction team functions as the local command centre. Beyond drafting and negotiating documentation, it must align multiple specialist inputs, manage regulatory sequencing, oversee disclosures across several stock exchanges and maintain deal certainty under intense public and investor scrutiny. Any misstep can delay completion or erode value.

Competition law was a particularly sensitive area. Large transactions in the consumer goods and alcohol sectors increasingly attract attention from competition authorities concerned about market dominance and consumer impact. Bowmans confirmed that competition law advice was provided by Joyce Karanja and Michelle Kimonye, who advised on regulatory filings, market concentration issues and engagement strategies with regulators.

In a transaction where timing was critical, competition clearance was not a procedural formality but a strategic pillar. Delays or conditional approvals could have altered the economics of the deal or introduced uncertainty for both buyer and seller.

Another critical pillar was intellectual property. EABL’s valuation is inseparable from its brand portfolio, which includes iconic local beers such as Tusker alongside globally recognised brands licensed from Diageo. Even after exiting its equity stake, Diageo will continue to license brands including Guinness, Smirnoff and Johnnie Walker to EABL under long-term arrangements.

Bowmans’ LinkedIn announcement noted that intellectual property advice was led by John Syekei and Richard Odongo. Their role focused on protecting Diageo’s global trademarks, structuring clear and enforceable licensing frameworks and ensuring alignment between brand ownership, control and long-term commercial strategy. In transactions where IP drives revenue for years after completion, legal clarity at the exit stage is essential.

Public M&A transactions also carry litigation risk, whether from shareholders, regulators or counterparties. Bowmans disclosed that Radhika Arora advised on litigation considerations, helping Diageo anticipate potential dispute exposure and stress-test transaction documentation. This kind of preventive legal work is rarely visible but plays a critical role in keeping high-profile transactions on track.

Tax structuring was another decisive factor. Bowmans’ tax advisory team, comprising Alex Mathini, Sam Githanda, Kirii Bernard Maina and Kelvin Mbithi, advised on cross-border tax implications and transaction structuring. Their mandate was to ensure that Diageo’s estimated USD 2.3 billion net proceeds were preserved from unnecessary tax leakage across multiple jurisdictions. In exits of this scale, tax efficiency is inseparable from deal success.

Although Kenya was the transaction anchor, regional execution was equally important. Bowmans’ Dar es Salaam office, through Michael Strain, Kelvin Mosha and Diana Bahesha, provided support to ensure that Tanzanian legal considerations were fully aligned with the broader deal framework.

Uganda, a core EABL market, also played a critical role. Bowmans acknowledged that it was assisted in Uganda by Sim Katende and Tendo Angella of KATS – Katende, Ssempebwa & Co. Their involvement went far beyond a courtesy mention. In a public, cross-listed transaction, local regulatory and corporate law compliance in Uganda was essential to transaction certainty.

Sim Katende and Tendo Angella, both highly regarded Ugandan corporate lawyers, provided on-the-ground insight into regulatory requirements and transactional considerations, ensuring that Ugandan legal issues were seamlessly integrated into the wider structure of the deal. Their role underscored a defining feature of modern African mega-deals: trusted local counsel are indispensable to success.

By publicly naming its lawyers and detailing their roles, Bowmans offered a rare glimpse into the professional infrastructure behind Africa’s biggest deals. The LinkedIn announcement highlighted the depth, specialisation and coordination now available within African legal practice.

While the Diageo–Asahi transaction will be remembered for its valuation and strategic symbolism, its execution tells a deeper story. It is a story of legal precision, multidisciplinary teamwork and regional collaboration, demonstrating that Africa’s largest and most complex transactions can be executed with world-class expertise rooted firmly on the continent.

As global capital continues to flow into and out of Africa, the advisers who structure, protect and deliver these deals are no longer supporting actors. They are central protagonists in the continent’s evolving deal-making landscape.