The immediate past Chief Executive Officer of Pan African Towers (PAT), Azeez Amida, has filed a lawsuit against Verod Capital and Development Partners International (DPI), accusing the firms of cheating him out of a five per cent equity stake in the multibillion-naira PAT acquisition despite facilitating the deal.

PAT builds tower sites and provides other major infrastructure for MTN, Airtel, and other telecoms giants across Nigeria.

Mr Amida, appointed CEO of PAT in 2022, is angered by the alleged treachery of Verod, DPI and African Development Partners III, whom he consulted as advisers on how to acquire the company after learning that existing shareholders were willing to sell off their stakes to Malaysian-based Axian Telecom but allegedly cut him out of the deal upon finalisation.

As of the time of his appointment, the former CEO said the company was weighed down by loan liabilities of N38 billion which could not be upset by a revenue of N10 billion generated in 2021.

He implied PAT’s struggling performance and uncertain future might have prompted shareholders to initiate discussions of selling their stakes to Axian Telecoms.

According to court filings, Mr Amida courted more clients and secured contract renewals with MTN and Airtel under new terms that boosted PAT’s revenue by 70 per cent, deals that improved PAT’s financial health.

By the end of his first year as CEO, PAT’s revenue had shot up to N15 billion from N10 billion and loan liabilities had reduced by N4 billion.

Mr Amida told the court that as buy-out talks intensified between existing shareholders and Axian Telecoms, he showed interest in acquiring the company, opining that he preferred PAT to be owned by an indigenous buyer to the Malaysian tech company. 

Mr Amida noted that he sought the professional advice of Verod Capital Management, Verod Capital Growth Fund, DPI and African Development Partners, who agreed on a management buy-out to purchase all stakes from existing shareholders.

He also asserted that he leveraged his CEO position to persuade the shareholders who had previously rebuffed overtures from Verod and DPI to buy off their shares “without serious consideration.”

Mr Amida said the agreement contained in a Term Sheet stated he would retain a five per cent equity stake and the right to appoint two board representatives while Verod and DPI would own 95 per cent of shares.

After all parties agreed to the terms, he added that he introduced the shareholders to Verod and DPI to advance the deal.

The buy-out closed at N32 billion while an additional N10 billion was earmarked as investment to grow the company.

Days after the deal was finalised, Mr Amida told the court he secured a juicy contract with MTN that increased the company’s revenues by 40 per cent, earning him accolades from Verod and DPI.

A congratulatory message from the investors was attached with PAT incorporation documents that showed Verod and DPI owned all 100 per cent shares of the company, eliminating the pre-agreed five per cent stake, Mr Amida told the Lagos Division of the Federal High Court.

Upon raising his concerns, Mr Amida said Verod and DPI “falsely assured him the structure was designed for ‘tax efficiency’ purposes and his 5% stake would be subsequently allocated.”

Mr Amida claimed that the investors deliberately lied to him to ensure the MTN deal sailed through. After MTN’s payment, PAT’S valuation soared.

It was at that point, Mr Amida said, that the investors began to stonewall him, refusing to include his five per cent pre-agreed equity stake and forcing him to resign as CEO, moves that led him to the lawsuit.

Both investors argued the Federal High Court lacked the jurisdiction to entertain the matter, asserting Mr Amida based his suit on a Term Sheet, which they claimed, was not a serious contract.

While failing to address the meat of the matter, Verod and DPI argued contentions from a “simple” Term Sheet, submitted by Mr Amida, should not warrant entertainment by the Federal High Court.