Ex-CEO Sues DPI, Verod over Alleged Breach of Share Deal in Pan African Towers Takeover

A legal dispute has erupted over the 2023 acquisition of Pan African Towers (PAT), as the company’s former Chief Executive Officer, Mr Azeez Amida, sues its private equity investors for allegedly breaching a pre-agreed shareholding arrangement tied to a management buy-out (MBO) deal.

The parties involved in the case are the Development Partners International (DPI), Verod Capital Management Limited, and their limited partners.

The suit, filed before the Federal High Court in Ikoyi, Lagos, and listed as Suit No. FHC/L/MISC/608/2025, centres on Amida’s claim that he was denied a 5% equity stake promised to him as part of the MBO through which DPI and Verod acquired PAT.

At the latest hearing before Justice Aluko, the court directed all parties to maintain the existing order and respect all pending applications, including an injunction restraining any potential sale or transfer of DPI and Verod’s stake in PAT.

The defendants, comprising DPI, Verod Capital Management, Verod Capital Growth Fund III LP, African Development Partners III LP, and PAT Holding Limited, were absent and unrepresented.

Azeez Amida

Appearing for the plaintiff, counsel Emeka Ekweozor informed the court that a motion for interlocutory injunction had been filed on 19 July 2025, while the defendants submitted a preliminary objection on 8 August 2025.The plaintiff has since filed a counter-affidavit and sought a consolidated hearing for both applications.

Ekweozor also raised concerns that the defendants were allegedly planning to sell or transfer shares in PAT Holding Limited, the investment vehicle used for the acquisition.

He argued that such a move could frustrate the plaintiff’s claims and asked the court to preserve the existing shareholding structure pending final judgment.

Although Justice Aluko recognised the court’s power to grant such relief, he declined to make a new order, noting that an application for injunction was already pending. The judge, however, directed all parties to respect the court’s processes and maintain the current order.

Background of the Dispute

According to court filings, the dispute stems from an equity commitment made to Amida during the negotiation of the MBO that saw DPI and Verod invest in PAT.

Appointed CEO in 2022, Amida inherited a struggling telecom infrastructure company burdened with about N38 billion in debt and N7 billion in overdue payables.

Within a year, he reportedly led a turnaround that grew PAT’s revenue from N10 billion to N15 billion and increased EBITDA from N4 billion to N6.5 billion, while renewing long-term contracts with major telecom operators and cutting down liabilities.

As existing shareholders sought to sell to an international buyer, Amida proposed a management-led buy-out to preserve the company’s Nigerian ownership.

He introduced DPI and Verod Capital as potential financiers, and together they structured and completed a full acquisition of PAT through an investment vehicle, PAT Holding Limited.

The transaction, Amida contends, was clearly defined as a management buy-out, with a term sheet detailing equity participation. His legal team argues that DPI and Verod’s entry into the deal was based on this agreed structure, which included his 5% equity.

Alleged Non-Compliance

Following the acquisition, Amida said several meetings were held to finalise the equity allocation, but the agreed shares were never transferred to him.

In November 2024, he was removed as CEO, and subsequent demands for his equity entitlement were rejected by the investors.

Court documents show that at the time of his exit, PAT’s financial performance had significantly improved, with both revenue and EBITDA more than quadrupling under his leadership.

Amida is now asking the court to compel the defendants to transfer his 5% stake in PAT or pay its monetary equivalent, along with damages for breach of contract and loss of opportunity.

The case is scheduled to resume on 15 January 2026, when the Federal High Court is expected to consider the consolidated applications and possibly begin the substantive hearing.