Somalia's al Shabaab rebels have withdrawn from the southern city of Kismayu overnight.
The retreat came a day after African Union and Somali government forces attacked the militants' last stronghold.
The loss of the port city will deal a major blow to the al-Qaeda-linked movement, depriving it of revenue and weakening morale, but is unlikely to mark its demise.
The rebels, who once controlled large swathes of the country, have been turning to guerrilla-style tactics.
"We moved out our fighters ... from Kismayu at midnight," al Shabaab spokesman, Sheikh Ali Mohamud Rage, told Reuters news agency.
However, he threatened that the group would strike back.
"The enemies have not yet entered the town. Let them enter Kismayu which will soon turn into a battlefield," he said.
Locals confirmed the militants had pulled out under the cover of darkness but said the Kenyan troops, fighting under an AU peacekeeping force's banner, and Somali soldiers were still camped on the city's outskirts.
There were reports of looting in some areas of the city.
"Al Shabaab has not perished, so the worry is what next," said local elder Ali Hussein.
Deputy prime minister of Kenya Musalia Mudavadi said the port of Kismayo had been a base for pirates.
He said the withdrawal of the militants was "going to be very important in securing a peaceful process in Somalia".
