Sara Ndei

Mergers and Acquisitions, Private Equity

Part of the team that:

• Advised Acumen on its proposed convertible note investment in Raino Tech4impact d/b/a Keep IT cool. We conducted a full-scope legal due diligence investigation to assess any potential risks associated with the proposed investment. We also assisted the target with amending its articles of association and board charter in relation to the proposed investment.
• Advising Metal Cans on the proposed acquisition of certain assets from Nampak Kenya Limited, also in the metal packaging manufacturing sector in Kenya.
• Acted for Axian Group Limited with respect to the full acquisition of Wananchi Group Holdings Limited, a leading tier 1 carrier in East Africa, offering fibre optic cable and satellite solutions with subsidiaries in Kenya, Malawi, Mauritius, Tanzania, Uganda, the United Arab Emirates and Zambia.
• Advised Enko Education, the largest network of International Baccalaureate (IB) schools in Africa on a majority share acquisition of sixty five percent (65%) of the share capital and voting rights (on a fully diluted basis) of Kitengela International School Company Plc ("KISC") from the existing shareholders of KISC. This included conducting due diligence on KISC over the following areas: corporate structure and governance, regulatory compliance, employment, material contracts, real estate, litigation, finance and banking, money laundering and ESG.
• Advised Saint-Gobain Development East Africa Limited on the proposed acquisition of the construction business and assets of the Target. This involved carrying out an in-depth due diligence exercise focused on specific areas and issuing a fed-flag/exceptions-only report setting our conclusion of the major risks affecting the transaction from a Kenyan law perspective.
• Advised Creadev on its proposed acquisition of forty per cent of the issued share capital and voting rights of the Target, a training institution situated in Mauritius with subsidiaries in Kenya, Tanzania, Senegal, Nigeria, Uganda, Rwanda and South Africa.

General Corporate and Commercial

Part of the team that:

• Assisted Kidogo Innovations Limited, an innovative social enterprise platform dedicated to improving access to early childhood care and education to review its service level agreement for technology maintenance with a leading software company.
• Assisted KeepItCool, a leading Kenya-based company providing storage solutions in the agricultural sector to amend its articles of association and board charter in relation to a convertible loan investment.
• Assisted Untapped Global, an innovative enterprise on a mission to reshape profitable investing in emerging markets to review its contracts with its operating partners to safeguard financial interests and ensure effective loan recovery mechanisms.
• Assisted a leading global supplier of technology across the mobility, industrial technology, consumer goods, and energy and building technology sectors in the development of an artificial intelligence (AI) tool aimed at improving the efficiency of lawyers by addressing their pain points and challenges. The engagement involved consultations on the AI tool's user interface, prototype testing, and providing strategic feedback on its viability in order to make necessary improvements on the tool and guide its final development.

Fintech

Part of the team that:

• Advised a leading African fintech company that provides affordable financing and digital products in the pay-as-you-go (PAYG) phone market sector on the infringement of its intellectual property rights, the avenues of redress and risk mitigation.

Employment

Part of the team that:

• Advising Deel, a leading producer of human resource technology solutions such as human resource tools, payroll services and mobility solutions by providing monthly legislative updates on employment law in Kenya as well as providing advice on parental leave, pre-adoptive leave and treatment of independent contractors as regards employment rights.
• Advised KOKO Networks, a leading Kenya-based venture-backed technology company operating in the energy, fuel and climate sector on:
  • the requirements of Kenyan Employment Law with respect to termination of employees on medical grounds - advising on the duties of an employer and rights of an employee in the face of the physical incapacity of an employee;
  • the work injury benefits afforded to casual employees pursuant to the Work Injury Benefits Act and other relevant legislation.

• Assisted KOKO Networks to review multiple contracts for senior executives and key advisors to ensure legal compliance with employment laws and regulations.
• Advised Atlas Copco Eastern Africa, a global leader in industrial solutions, in the drafting and negotiation of a mutual separation agreement with its senior employee. This involved an in-depth review of the circumstances leading to the negotiation of the mutual separation agreement, leading an analysis of possible termination circumstances and advising on risk mitigation measures.
• Advised a leading to a leading K–12 and higher education institution on retaining the founder’s expertise, and drafted Founder’s Service Agreements to formalize the arrangement.