The legal battle arising from the acquisition of Pan African Towers (PAT) has taken a fresh turn, with the company’s former Chief Executive Officer, Azeez Amida, accusing key investors of using a separate lawsuit as a pressure tactic in an ongoing dispute over a management buyout valued at more than $30 million.
In court documents filed before the Federal High Court in Lagos, Amida alleges that the fresh action instituted by Pan African Towers is retaliatory and forms part of a broader strategy to intimidate him while litigation over the company’s acquisition and his exit from the business remains pending.
The allegations are contained in his Statement of Defence and Witness Statement, filed in response to claims brought by Pan African Towers.
Amida argues that the case cannot be viewed in isolation, but should be considered alongside several ongoing disputes involving the company’s shareholders, including Development Partners International (DPI), Verod Capital Growth Fund III LP and African Development Partners International LLP.
According to the court filings, Amida had previously initiated legal proceedings against the investors over the management buyout transaction, seeking damages reportedly exceeding $30 million.
He is also pursuing separate claims against Pan African Towers in connection with the Mutual Separation Agreement executed following his departure as Chief Executive Officer.
Amida further contends that, instead of filing substantive responses to those earlier actions, Pan African Towers instituted a separate suit before the Federal High Court challenging expenditure approvals and procurement decisions made during his tenure as CEO.
He maintains that the latest proceedings are retaliatory in nature and were deliberately filed to exert pressure on him in relation to the earlier disputes, thereby adding another layer to the protracted legal battle over the acquisition and governance of Pan African Towers.
The defence also explains why Amida says he deliberately distanced himself from final expenditure approvals during his tenure.
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 states that, following the appointment of a new Chief Financial Officer, responsibility for financial approvals was deliberately structured so that the CFO retained ultimate approval authority, while the CEO’s role was limited to indicating support for requests that had already passed departmental reviews.
Amida argues that this 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 contend that many of the transactions now challenged in the lawsuit were approved through that governance structure and processed by the Finance and Human Resources departments before payment.
The defence argues 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, a fact Amida says is 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 emails, approval workflows and payment processes has been listed among the materials to be relied upon during trial.
The filings also contend 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 identifies the Plaintiff’s 2021 and 2024 audited accounts among the documents to be tendered in support of those assertions.
Amida further argues 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 contends that those contractual procedures were not followed.
Separately, Amida has also challenged the jurisdiction of the Federal High Court, arguing that the dispute arises directly from his employment relationship and the Mutual Separation Agreement, matters he says fall within the exclusive jurisdiction of the National Industrial Court.
His motion further argues that a related National Industrial Court action between the parties remains pending and that the Federal High Court proceedings therefore amount to an abuse of court process.
The filings also reveal 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 emails, 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 wrongdoing and maintains 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.
