The Federal High Court in Ikoyi, Lagos, has resumed hearings in a shareholder-rights dispute stemming from the 2023 acquisition of Pan African Towers (PAT).
The case, filed by the company’s former Chief Executive Officer, Azeez Amida, challenges the role of private-equity investors Development Partners International (DPI) and Verod Capital in the transaction.
At the heart of the litigation is an alleged breach of a pre-agreed equity arrangement linked to a management buy-out (MBO) deal involving the former CEO.
Amida is contesting the investors’ handling of the acquisition, which he claims undermined his equity entitlements under the MBO structure.
The suit, No. FHC/L/MISC/608/2025, came up recently before Justice Aluko, who directed all parties to maintain the status quo and respect all pending applications before the court.
The order includes an injunction restraining the potential sale or transfer of DPI’s and Verod Capital’s stakes in Pan African Towers until the substantive matter is resolved.
Court Proceedings and Pending Applications
The suit, filed on behalf of Mr. Amida by Prof. ‘Kemi Pinheiro, OFR, SAN, LLD, FCIArb, alongside Bolu Agbaje Akadri and Emeka Ekweozor, came up for hearing at the most recent sitting.
The plaintiff was represented by Counsel Emeka Ekweozor and Ukamaka Ali, while the defendants—Development Partners International (DPI), Verod Capital Management Limited, Verod Capital Growth Fund III LP, African Development Partners III LP, and PAT Holding Limited, were absent and unrepresented.
During the proceedings, counsel to the plaintiff informed the court that a motion for interlocutory injunction had been filed on 19 July 2025.
In response, the defendants filed a preliminary objection on 8 August 2025, to which the plaintiff has since replied with a counter-affidavit, also requesting a consolidated hearing of both applications.
Counsel further raised concerns that the defendants were allegedly making plans to sell or transfer equity in PAT Holding Limited, the vehicle through which the acquisition in dispute was effected.
He argued that such an action could prejudice the plaintiff’s interests and urged the court to preserve the existing shareholding structure by ordering parties to maintain the status quo pending determination of the case.
In his ruling, Justice Aluko acknowledged the court’s inherent power to grant preservative orders but declined to issue one at this stage, noting that a motion for injunction was already before the court.
However, His Lordship directed all parties to respect the ongoing judicial process and maintain the existing order until further notice.
Background: Equity Commitment in Management Buy-Out
According to court filings, the dispute centres on an alleged breach of agreement involving the allocation of an equity stake promised to the plaintiff following the successful management-led acquisition of PAT.
Mr. Amida, appointed as Chief Executive Officer in 2022, was brought in to lead the company’s turnaround at a time when PAT was facing severe financial distress, burdened with ₦38 billion in debt and ₦7 billion in overdue payables.
Within his first year, Amida implemented strategic reforms that significantly improved the company’s performance: revenue rose from ₦10 billion to ₦15 billion, EBITDA increased from ₦4 billion to ₦6.5 billion, liabilities were reduced, and key long-term contracts with major telecommunications firms were renewed.
As the company’s former shareholders explored a potential sale to an international buyer, Amida proposed and championed a local management buy-out initiative to preserve PAT’s Nigerian ownership.
After preliminary engagements with several funding partners, he introduced Development Partners International (DPI) and Verod Capital as potential investors.
The parties subsequently collaborated to execute and complete the full acquisition of PAT through a designated investment vehicle.
The transaction was structured as a management buy-out, and the term sheet reflecting this arrangement has been tendered in court as part of the ongoing proceedings.
The plaintiff maintains that the investors’ involvement was expressly based on this documented agreement, and not on any informal or discretionary understanding.
Amida’s legal team contends that the defendants derived substantial benefits from the value created under his leadership and must therefore, be held to the terms of the equity commitment that formed the foundation of their participation in the transaction.
Allegations of Non-Compliance
Following the completion of the acquisition, Mr. Amida alleges that several meetings were held with representatives of Development Partners International (DPI) and Verod Capital to finalize his agreed equity allocation. Despite these engagements, he claims the promised shares were never transferred to him.
In November 2024, Amida was relieved of his position as Chief Executive Officer, and subsequent efforts to secure his equity entitlement were reportedly rebuffed by the investors.
By the time of his exit, however, PAT’s revenue and EBITDA had more than quadrupled compared to the company’s performance at the time he assumed leadership.
Amida is now seeking the court’s intervention to compel the allocation of his 5% equity stake, or its monetary equivalent, alongside an award of relevant damages.
The matter is scheduled to resume on 15 January 2026, when the court is expected to consider the consolidated applications and potentially commence substantive hearings.
