The hostile takeover saga of HealthPlus, a pharmaceutical company, by foreign private equity firm (PEF), Alter Semper Capital, has taken a fresh twist, with equity firm ready to use force to take over HealthPlus’ offices and finances via Upperlink, the company’s payment platform, sources have disclosed. The latest development has heightened the fear of the HealthPlus’ management that the company could end up in the hands of Alter Semper Capital via this illegal take over.
The HealthPlus management had, in a statement it issued on Saturday, accused Alter Semper Capital of an illegal attempt to hijack the company and refuted the appointment of one Chidi Okoro as the chief transformation officer (CTO) to replace Mrs. Bukky George, founder of the company. HealthPlus said the announcement of Okoro as CTO was part of the Alter Semper Capital’s design to take over the company.
“The announcement of the appointment of a CTO is wholly false, wrongful and illegal and should be totally ignored,” it said.
“It is the handiwork of unscrupulous foreign and local businesswoman and businessmen intent on reaping where they have not sown simply because they now see opportunities from the COVID-19 pandemic, like scavengers and vultures.”
HealthPlus sources disclosed that Alter Semper Capital representatives are in Nigeria from the UK to take over of the company, whose offices they visited on Friday. According to the sources, the representatives breached the Covid-19 protocol of the Federal Government by their refusal to self-isolate on arrival and headed to HealthPlus two days after arrival. Sources also disclosed that Alter Semper Capital’s representatives attempted to work in the country without work visas. Worse, insiders disclosed, the attempted change of ownership of the company is being carried out without a board resolution or any legal backing.
“They have approached the banks to change signatories to the company accounts, but the banks have refused to cooperate with them because they do not have a board resolution and the approved minutes of the board meeting. The last board meeting held six months ago and the Chairman recently resigned,” said a source.
Insiders back the claim of hijack with a letter written by Alter Semper Capital to the Pharmaceutical Council of Nigeria (PCN). Dated 26 September and signed by Afsana Jetha, a director, the letter was to notify the PCN of a change of leadership in HealthPlus. The letterhead on which the letter was written, however, is one that is no longer in use and was produced when the company turned 20 last year. It also listed as a director, one Mr. Deji Akinyanju, who has since resigned from the board.
The relationship between HealthPlus and Alta Semper Capital began in 2018, when the equity firm agreed to inject fresh capital to enable HealthPlus expand its network and add other services. This was in exchange for a controlling stake to enable the equity firm recoup its investment and was billed to exit after five years.
According to the statement issued on Saturday, HealthPlus said the relationship became ruptured “primarily on account of Alta Semper’s futile attempts to take over the company, leading to it deliberately starving the company of pledged funds as well as the intransigence of Alta Semper’s owners when reminded of their obligations”.
This led HealthPlus to institute a litigation to stop the takeover.
“In May 2020, Mrs Bukky George instituted legal action at the federal high court [Suit No. FHC/L/CS/609/2020] seeking by way of a petition to stop HealthPlus Africa Holdings Limited (the investment vehicle used by Alta Semper Capital and which they control) and their nominee directors from continuing to run and manage the company in an oppressive and prejudicial manner and in disregard of her interests as a member of the company.
“Their actions included: the deliberate delay and withholding of funds; meddling with management, interference with the functions of key employees; abuse of corporate governance processes and now the attempt to remove her as CEO.
“There is a pending motion on notice for interlocutory injunction dated May 27, 2020, to restrain the respondents from doing this but in flagrant disregard of the court process Alta Semper and its cohorts have purported to do just that,” the company said in the statement.
It added that Alta Semper Capital did not file a defence after it was served the court processes and suggested mediation, which HealthPlus accused the equity firm of frustrating.
The company described Alter Semper Capital’s actions as constituting disrespect to the Nigerian judicial system, especially the decision to file arbitration claim against HealthPlus in the UK.
“They chose to frustrate the mediation process after three meetings over a three-month period presumably to enable them to build some spurious case against George and file an arbitration claim in England, which they hope will be a favourable venue to seal their wrongful and unlawful acts,” HealthPlus said.