A shareholder-rights lawsuit has emerged in connection with the 2023 acquisition of Pan African Towers (PAT), as the Federal High Court in Ikoyi, Lagos, resumed hearings in a case filed by the company’s former Chief Executive Officer, Mr. Azeez Amida, against private equity investors Development Partners International (DPI), Verod Capital Management Limited, and their affiliated funds.
The suit, listed as FHC/L/MISC/608/2025, was heard before Justice Aluko, who directed all parties to maintain the status quo and respect all pending applications before the court, including a motion seeking to restrain any potential sale or transfer of DPI and Verod’s stake in PAT.
Prof. ‘Kemi Pinheiro, OFR, SAN, LLD., FCIArb, alongside Bolu Agbaje Akadri and Emeka Ekweozor, instituted the suit on behalf of Mr. Amida. At the most recent sitting, the plaintiff was represented by Mr. Emeka Ekweozor and Ms. Ukamaka Ali.
The defendants—DPI, Verod Capital, Verod Capital Growth Fund III LP, African Development Partners III LP, and PAT Holding Limited—were absent and unrepresented.
Counsel to the plaintiff informed the court that a motion for interlocutory injunction had been filed on July 19, 2025, while the defendants filed a preliminary objection on August 8, 2025. The plaintiff has since responded with a counter-affidavit and requested a consolidated hearing of both applications.
Raising further concerns, the plaintiff’s counsel alleged that the defendants were planning to sell or transfer equity in PAT Holding Limited, the entity through which the acquisition was completed.
He argued that such a move could undermine the plaintiff’s claim and requested the court to preserve the current shareholding structure until the matter is determined.
Justice Aluko acknowledged the court’s inherent power to grant such relief but declined to issue the order at this stage, citing the pending injunction motion. He, however, instructed all parties to respect the pending processes and maintain the order.
Background to the Dispute
According to court filings, the dispute centers on an alleged breach of a pre-agreed equity arrangement tied to a management buy-out (MBO) transaction. Mr. Amida, who was appointed CEO in 2022, was tasked with turning around PAT’s financial performance.
At the time of his appointment, PAT was burdened with ₦38 billion in debt and ₦7 billion in overdue payables. By the end of his first year, the company had recorded significant improvements: revenue rose from ₦10 billion to ₦15 billion, EBITDA increased from ₦4 billion to ₦6.5 billion, and key long-term contracts with major telecommunications operators were renewed.
As former shareholders considered exiting via a sale to an international buyer, Mr. Amida proposed and led a local management buy-out initiative to retain the company’s Nigerian identity. Following preliminary discussions with other funds, he introduced DPI and Verod Capital as potential backers. The three parties then pursued and successfully closed a full acquisition of PAT through an investment vehicle.
The transaction was structured as a management buy-out, and the term sheet documenting this agreement was filed with the court. The plaintiff contends that the investors’ participation was contingent on this agreement and that the transaction terms were binding.
Allegations of Non-Compliance
Post-closing, Mr. Amida alleges that multiple meetings were held with representatives of DPI and Verod to finalize the share allocation, but the agreed equity was never transferred to him. In November 2024, he was exited from his role as CEO, and subsequent demands for his equity entitlement were declined by the investors.
As of the time of his exit, PAT’s revenue and EBITDA had more than quadrupled compared to when he assumed leadership. Mr. Amida is now seeking the court’s intervention for the allocation of his 5% equity stake or its equivalent, along with relevant damages.
The case is scheduled to resume on January 15, 2026, when the court is expected to consider the consolidated applications and possibly begin substantive hearings.
Ravenewsonline reports that the outcome of the case could have implications for private equity governance and management buy-out structures in Nigeria’s telecommunications sector.
