A shareholder-rights lawsuit has surfaced in connection with the 2023 purchase of Pan African Towers (PAT). The Federal High Court in Ikoyi, Lagos recently resumed hearings for a case filed by the company’s former Chief Executive Officer, Azeez Amida, against the company’s private-equity investors.
Amida alleges a breach of a pre-agreed equity arrangement tied to a management buy-out (MBO) transaction, and the case, listed as Suit No. FHC/L/MISC/608/2025, was recently heard before Justice Aluko of the Federal High Court.
Justice Aluko ordered all parties to be orderly while respecting all pending applications before the court, including an injunction to prevent any potential sale or DPI and Verod stake in Pan African Towers.
Court Proceedings And Pending Applications:
The suit was initiated by Prof. Kemi Pinheiro, OFR, SAN, LLD., FCIArb, Bolu Agbaje Akadri and Emeka Ekweozor on behalf of Amida, who is the plaintiff, and at its latest sitting, the plaintiff was represented by counsel Emeka Ekweozor and Ukamaka Ali.
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, however, absent and unrepresented.
The plaintiff’s lawyer told the court that a motion was filed on behalf of his client for an interlocutory injunction on 19 July 2025, while the defendants had filed a preliminary objection on 8 August 2025. The plaintiff has since responded with a counter-affidavit and sought a consolidated hearing for both applications.
Counsel to the plaintiff argued that the defendants planned to sell or transfer equity in PAT Holding Limited, the entity through which the purchase was completed. Arguing that such a step could undermine the plaintiff’s claim, he urged the court to order a status quo and retain the present shareholding structure until the matter is resolved by the honourable court.
Justice Aluko revealed that even though the court had the right to grant such relief, he decided not to, due to the pending injunction motion. He, however, reiterated that all parties should keep respecting the pending processes before it, while maintaining law and order.
Background Story:
Court filings have shown that the reason for the dispute is an alleged failure to allocate a previously agreed equity stake to the plaintiff after the successful management-led purchase of PAT.
Azeez Amida, who was appointed CEO 3 years ago, was charged with transforming the company’s performance. PAT was enduring huge financial downturns at the time, with ₦38 billion in debt and ₦7 billion in overdue payables.
At the end of 2022, Amida had overseen a major recovery: revenue grew from ₦10 billion to ₦15 billion, EBITDA rose from ₦4 billion to ₦6.5 billion, and the company decreased its liabilities and renewed important long-term contracts with major telcos.
As previous shareholders of PAT contemplated exiting via a sale to an international buyer, Amida proposed and led a local management buy-out initiative to retain the company’s Nigerian identity. After preliminary discussions with other funds, the plaintiff brought in DPI and Verod Capital as potential backers. The 3 parties then pursued and successfully closed a complete acquisition of PAT via an investment vehicle.
The transaction was structured as a management buy-out, and the term sheet showed that the agreement was filed with the court as part of the ongoing proceedings.
The plaintiff insists that the investors’ participation was contingent on this agreement and that the transaction terms were not informal in any way.
Amida’s legal team maintain that the defendants benefited significantly from the good work as CEO and should be held to the agreement, which was the foundation of their entry into the deal.
Non-Compliance Allegations:
Amida is of the opinion that several meetings were held with representatives of DPI and Verod to seal the share allocation; however, the agreed equity was never transferred to him.
In November 2024, he was removed from his role as CEO, and subsequent demands for his equity entitlement were rejected by the investors. However, as of the time of his exit, PAT revenue and EBITDA have more than quadrupled compared to when Amida took over the company.
Amida wants the court to sanction the allocation of his 5% equity stake or its equivalent, along with key damages.
The case will resume on 15 January 2026, when the court is expected to consider the consolidated applications and potentially start substantive hearings.
