When two of East Africa’s largest corporate transactions, together valued at nearly $3 billion, required legal advisers, the mandates converged on a single firm.
That firm is Cliffe Dekker Hofmeyr (CDH), a South African law firm that has quietly become a serious force in cross-border deal-making, advising Vodacom Group on a Safaricom transaction and Nedbank Group on its proposed acquisition of a 66% stake in NCBA Group.
While the transactions themselves have dominated business headlines, the choice of legal adviser has sparked a different kind of interest among bankers, investors, and regulators: who is CDH, and why is it being trusted with the region’s biggest moves?
In large, cross-border transactions such as those involving Safaricom, NCBA, or Vodacom, a legal adviser is the professional firm responsible for structuring, protecting, and executing the deal in law.
Their role goes far beyond drafting contracts. Legal advisers design the transaction structure, identify and manage legal and regulatory risks, coordinate approvals across multiple jurisdictions, ensure compliance with competition, capital markets, and exchange-control rules, and align the interests of shareholders, regulators, and counterparties.
In effect, they translate commercial intent into a structure that can legally happen and survive scrutiny.
A strong legal adviser anticipates risks like regulatory missteps, flawed structures, shareholder disputes, or poorly sequenced approvals early, builds safeguards into the deal, and manages the process from signing through implementation and closing.
In highly regulated and multi-jurisdictional markets like East Africa, where one unresolved legal issue can delay or collapse a transaction, the legal adviser is paramount, especially in billion-dollar transactions.
A firm built for complex, cross-border deals
Cliffe Dekker Hofmeyr traces its origins to more than a century, formed through the merger of several long-established South African law firms – Cliffe Dekker and Hofmeyr Herbstein & Gihwala.
The combination brought together Cliffe Dekker’s strong corporate, commercial, and banking practice with Hofmeyr Herbstein & Gihwala’s deep expertise in tax, competition law, and dispute resolution, creating a full-service firm capable of advising on complex, high-value transactions.
Today, it is widely regarded as part of South Africa’s top-tier corporate firms, with deep capability in mergers and acquisitions, banking and finance, capital markets, competition law, tax, and regulatory advisory.
That multi-disciplinary depth matters because modern mega-deals in Africa don’t fail on ambition; they fail on structure, approvals, exchange control, competition issues, shareholder mechanics, financing terms, and execution risk across jurisdictions.
The two East Africa transactions now linked to CDH put that capability in full view.
Although headquartered in South Africa, CDH maintains a formal presence in Kenya through its Nairobi office (including through its affiliation with Nairobi-based Kieti Law LLP), supported by its broader pan-African legal network.
This physical footprint, paired with deep experience advising on Kenyan and wider East African corporate, competition, and regulatory issues, allows the firm to combine local insight with South African capital markets and structuring expertise.
That operational proximity helps explain why CDH is repeatedly entrusted with transactions that hinge on Kenyan regulatory approvals and corporate mechanics.
The Safaricom transaction
In the Safaricom transaction, CDH’s corporate and commercial, banking, finance, and projects, competition law, and tax and exchange control teams acted for Vodacom Group and Vodafone Kenya.
The transaction will see Vodacom Group acquire a further effective 20% of the issued share capital of Safaricom for a total consideration of $2.1 billion (approximately R36 billion).
In addition, Vodacom is acquiring the Government of Kenya’s right to future Safaricom dividends, valued at KshS55 billion (R7.4 billion), in exchange for an upfront payment of KshS40 billion (R5.3 billion).
The transactions are now in their implementation phase and remain subject to conditions precedent and regulatory approvals.
This is where CDH’s appointment is telling: this is not “just” a share purchase. It blends listed-company mechanics, capital movement and exchange control considerations, tax structuring, competition and regulatory risk, and enforceable shareholder economics; the kind of deal where small drafting errors, regulatory mis-sequencing, or mispriced contingencies can cost billions.
The NCBA transaction
Barely weeks later, CDH was also positioned on a major banking play: Nedbank Group’s intention to acquire up to 66% of NCBA Group in a transaction expected to be completed by the third quarter of this year, with Nedbank investing up to $855 million.
Under the proposed structure, shareholders would receive 20% in cash, with the remainder settled through a share swap into Nedbank shares listed on the Johannesburg Stock Exchange; a structure that typically raises additional execution complexity around offshore holdings, shareholder eligibility, settlement logistics, and regulatory alignment.
How CDH stacks up against ENS and Bowmans
CDH operates in a competitive legal market where two other firms are frequently referenced in Africa’s top deal conversations: ENS and Bowmans.
ENS is known for breadth and footprint; often preferred where local regulatory presence across many African jurisdictions is central, including sovereign-linked work and major regulated-sector projects.
Bowmans is known for premium deal execution and competition strength with a particularly influential East Africa presence and long-standing relationships in Kenya and the region.
CDH’s model is different. Instead of relying primarily on a wide African office network, it competes by acting as a lead structuring and transaction quarterback, pulling together specialist teams (competition, finance, tax, exchange control, regulatory) and coordinating cross-border execution with local counsel.
Inside Uganda’s Auditor General’s Report: The Good, the Bad and the UglyIn other words, ENS often wins on geographic presence and local regulatory density. Bowmans often wins on deep East Africa execution and competition-heavy mergers and acquisitions.
CDH is increasingly winning where structure, capital markets logic, and multi-disciplinary risk management determine deal success.
That helps explain why CDH can be appointed even where competitors have a heavier ground presence: the mandate is effectively saying, “this deal is won or lost on structuring and execution discipline.”
CDH’s report card
To understand what CDH is becoming in this market, it helps to look at other transactions it has recently been involved in, because they reveal a clear pattern.
Across sectors, the firm consistently appears where transactions are structurally complex, time-sensitive, heavily regulated, or strategically sensitive.
One defining feature is that CDH is not simply a merger and acquisition drafting shop; it functions as a process-and-structure adviser.
Its corporate and commercial team advised SuperSport International on the sale of its Premier Soccer League club, SuperSport United, to Siwelele FC, running a competitive sale process, identifying the preferred bidder, and negotiating the agreements required to implement the transaction.
While the deal may appear smaller than a telecoms or banking mega-transaction, it highlights something fundamental: CDH is trusted not only to document deals, but to run the transaction engine itself, managing negotiation strategy, risk allocation, sequencing, and closure discipline.
The firm’s work in the energy sector further signals its cross-border technical depth.
CDH has advised on upstream oil and gas transactions such as the Eco Atlantic–Navitas strategic partnership, formalised through a binding framework and option arrangements linked to offshore blocks.
These structures rely on contingent rights, staged commitments, and layered commercial optionality, distinguishing them from straightforward acquisitions and underscoring CDH’s ability to handle high-end cross-border structuring at pace.
Another recurring theme is endurance. A multi-disciplinary CDH team advised Vodacom in its acquisition of a significant stake in MAZIV, the holding company of Vumatel and Dark Fibre Africa, including the vendor-in of Vodacom’s fibre assets.
The transaction unfolded over several years in an exceptionally complex regulatory environment, demonstrating a capacity that not all advisers possess: the ability to remain engaged, coherent, and effective through prolonged regulatory resistance, remedies, and shifting conditions from signing through to implementation.
CDH also shows repeated credibility in transactions involving banks and layered investment structures.
The firm advised Nedbank and Standard Bank South Africa on their investments in Growth Ten Holdings, followed by the on-sale of a stake to Sphere Holdings and other investors.
Such transactions require careful choreography between multiple parties, regulators, and consideration structures, reinforcing CDH’s comfort with innovative deal architecture rather than standard templates.
Plus, the firm operates confidently in large, high-value cross-border corporate disposals.
Acting as South African legal adviser to Life Healthcare Group Holdings, the disposal by its UK subsidiary of Life Molecular Imaging to Lantheus Radiopharmaceuticals UK, CDH demonstrated its ability to plug into global deal flows where South African legal risk is only one component of a broader international transaction.
Taken together, these mandates suggest that CDH’s real strength lies not in volume, geography, or publicity, but in structuring complexity, execution stamina, and strategic sensitivity.
This pattern helps explain why the firm is increasingly trusted with transactions that reshape ownership, capital flows, and corporate strategy, both in East Africa and beyond.
Taken together, these mandates paint a consistent picture of what CDH actually is in today’s African market, and why it is increasingly appearing on headline deals.
A multi-disciplinary risk integrator: It deploys competition, finance, tax, exchange control, and regulatory skills in one coordinated play, critical in multi-regulator Africa deals.
A structuring-first adviser: CDH is repeatedly present where the “hard part” is not the headline price, but the architecture: who owns what, who gets what cash flows, what approvals are needed, and in what sequence.
A high-stamina execution house: From long-running regulatory timelines to implementation-heavy restructures, the firm appears comfortable with the unglamorous part of big transactions—closing them.
A bridge between South African capital and East African assets: Many of these deals reflect South African corporates expanding into or deepening exposure to East Africa. CDH is positioning itself as a trusted operator in that corridor.
In that context, CDH’s appearance on the Safaricom and NCBA deals is not a coincidence. It suggests that East Africa’s biggest transactions are increasingly being designed and executed like global-grade, capital-markets-aware cross-border deals; and that clients are selecting advisers accordingly.
If this pattern holds, Cliffe Dekker Hofmeyr may be shifting from a firm that is merely present in Africa’s big deals to one that is increasingly architecting them; often quietly, but decisively.
