Kabojja International School, a Kampala-based private, co-educational day and boarding school founded by Ugandan educator Sam Turayeboreka, is planning to acquire Rainbow International School in a transaction valued at about $11 million, with dfcu Bank providing $8 million in financing.

The proposed acquisition is awaiting consideration by Uganda’s Ministry of Trade following a public notice published on Friday, October 23. The transaction would give Kabojja full ownership of Rainbow International School, subject to the relevant approval process.

Kabojja seeks approval for full takeover

In its merger notice, Kabojja International School disclosed that it had entered into a share purchase agreement to acquire 100% of the issued share capital of Rainbow International School. The proposed transaction, which is in advanced stages, is valued at Ush48.3 million ($10.86 million), according to the filing.

If completed, the acquisition would make Rainbow International School a wholly owned subsidiary of Kabojja International School. However, Rainbow would retain its separate legal identity and continue to hold its own assets, rights, obligations and liabilities.

The proposed deal therefore centres on a transfer of ownership rather than the immediate dissolution of Rainbow as a separate legal entity.

dfcu Bank to provide $8 million financing

The transaction includes Ush35.2 million ($7.91 million) in financing from dfcu Bank, equivalent to approximately Ush35.2 billion ($7.91 million). The disclosed financing represents a substantial portion of the proposed $11 million acquisition value.

The acquisition remains subject to consideration by the Ministry of Trade, meaning the proposed change in ownership has not yet been confirmed as completed.

Rainbow to retain separate legal identity

Under the proposed arrangement, Rainbow International School would become a wholly owned subsidiary of Kabojja International School while maintaining its separate legal identity.

That structure would allow Rainbow to retain its own assets, rights, obligations and liabilities after the acquisition, according to the merger notice.

The notice confirms Kabojja’s intention to acquire the school’s entire issued share capital through the share purchase agreement. However, the information available does not disclose the expected completion date, the identities of Rainbow’s current shareholders or any planned operational changes following the takeover.

Ministry consideration remains outstanding

The Ministry of Trade’s consideration of the proposed merger is the next disclosed step in the transaction. The public notice, published on October 23, formally outlines Kabojja’s proposed acquisition of Rainbow International School and the transaction’s estimated value.

While the deal is understood to be at an advanced stage, its completion remains subject to the approval process. Further details on the transaction’s final terms and implementation were not included in the available information.

The proposed $11 million acquisition would place Rainbow under Kabojja’s ownership while preserving its separate legal status, marking a significant ownership change for the school if the transaction proceeds.