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DPI, Verod Capital accused of using Pan African Towers to pressure ex-CEO over $30m buyout dispute

*Azeez Amida, former CEO of Pan African Towers, alleges the new proceedings are retaliatory in nature, and are being instituted to create pressure on him in connection with the earlier legal disputes surrounding the acquisition of the company

Alexander Davis | ConsumerConnect

Recent Nigerian court filings have introduced a new dimension to the legal disputes surrounding the acquisition of Pan African Towers (PAT).

Azeez Amida, former Chief Executive Officer (CEO) of the company, has alleged that a fresh lawsuit filed against him is retaliatory, and forms part of a broader effort at pressuring him amid ongoing litigation over the company’s management buyout.

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The allegations are contained in Amida’s Statement of Defence and Witness Statement filed before the Federal High Court, in Lagos, in response to claims brought by Pan African Towers.

In the court filings, Amida is contending that the action should be viewed within the context of several pending disputes involving PAT’s shareholders, including Development Partners International (DPI), Verod Capital Growth Fund III LP and African Development Partners International LLP.

According to the defence, Amida had already commenced proceedings against the investors over the management buyout transaction, seeking damages reportedly in excess of $30 million.

He is separately, equally pursuing claims against Pan African Towers arising from the Mutual Separation Agreement executed, following his departure from the company.

The defence also argued that rather than filing substantive responses to those proceedings, Pan African Towers commenced a separate Federal High Court action centred on expenditure approvals and procurement decisions made during Amida’s tenure as CEO.

Amida further alleged that the new proceedings are retaliatory in nature and were instituted to create pressure in connection with the earlier disputes.

The defence also provides an explanation as to why Amida said that he deliberately, distanced himself from final expenditure approvals during his tenure at PAT. According to the filings, disagreements had emerged over procurement practices, and certain governance issues involving members of the company’s Board and shareholders.

The defence stated that, following the appointment of a new Chief Financial Officer (CFO), responsibility for financial approvals was deliberately structured, so that the CFO retained ultimate approval authority.

Whereas the CEO’s role was limited to indicating support for requests that had already passed departmental reviews. Amida also argued that such an approach was intended to reduce potential conflicts of interest, and ensure that payments requiring bank mandates were approved by the officer designated to exercise final financial authority.

The filings further contended that many of the transactions currently being challenged in the lawsuit were approved through that governance structure and processed by the Finance and Human Resources departments before payment.

The defence further argued that the Chief Financial Officer exercised the final approval authority over those expenditures and remains with Pan African Towers.

According to the defence, the finance executive has continued with the company, and has since been promoted.

This is a fact Amida said  was relevant to understanding how the approval framework operates.

The court will ultimately, determine the significance of those facts.

One of the central themes emerging from the defence is that many of the transactions now being challenged were not unilateral decisions of the former CEO but were processed through the company’s established governance framework.

According to the pleadings, expenditure approvals passed through multiple internal review stages involving Human Resources, Finance, Procurement, Executive Management and, where required, the Board.

The defence further states that the Chief Financial Officer retained final approval authority over payments, while the CEO’s role was largely limited to endorsing requests after departmental reviews had been completed. Documentary evidence, including internal e-mails, approval workflows and payment processes has been listed among the materials to be relied upon during trial.

The filings also contended that hospitality expenses, investor engagement costs and related business expenditures now cited in the lawsuit were openly incurred during the ordinary course of business, known to Directors and shareholders, reimbursed through established procedures, and ultimately reflected in the company’s audited financial statements.

The defence also identified the Plaintiff’s 2021 and 2024 audited accounts among the documents to be tendered in support of those assertions.

Amida argued that the allegations surfaced only after his exit from the company despite extensive internal reviews conducted before the parties executed a Mutual Separation Agreement in November 2024. According to his filings, the agreement required any allegations of misappropriation unrelated to released assets to be investigated and communicated within six months, supported by credible evidence and accompanied by an opportunity for him to respond before formal action could be commenced.

He said that those contractual procedures were not followed.

Separately, Amida has also challenged the jurisdiction of the Federal High Court, arguing that the dispute arose directly from his employment relationship and the Mutual Separation Agreement, matters he noted fall within the exclusive jurisdiction of the National Industrial Court (NIC), in Nigeria.

His motion further argued that a related National Industrial Court action between the parties remains pending, and that the Federal High Court proceedings, therefore, amounted to an abuse of court process.

The filings also revealed that Amida intends to rely on a broad range of documentary evidence during trial, including the company’s audited financial statements, Board-related communications, internal approval e-mails, WhatsApp communications involving shareholders, banking records, employment documents, and the Mutual Separation Agreement itself.

The Federal High Court is yet to determine the merits of the claims or the preliminary jurisdictional objections.

Pan African Towers’ allegations remain before the court, while Amida has denied any wrongdoing, maintaining that the action is part of a wider pattern of litigation connected to the acquisition of the company.

The issues raised by both parties will ultimately be resolved through judicial determination.

 

 

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