Azeez Amida sues DPI and Verod Capital over alleged breach of equity agreement in Pan African Towers’ management buy-out deal

Breach of Shareholder’s Right Suit Hits Development Partners International, Verod Capital and Their Limited Partners over Pan African Towers Acquisition

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A shareholder-rights lawsuit has surfaced in connection with the 2023 acquisition of Pan African Towers (PAT), as the Federal High Court in Ikoyi, Lagos, resumed hearings in a case filed by the company’s former Chief Executive Officer, Azeez Amida, against the company’s private-equity investors.

The dispute centers on an alleged breach of a pre-agreed equity arrangement tied to a management buy-out (MBO) transaction.

The matter, listed as Suit No. FHC/L/MISC/608/2025, was recently heard before Justice Aluko, of the Federal High Court, who directed all parties to maintain the order and respect all pending application 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

Prof. ‘Kemi Pinheiro, OFR, SAN, LLD., FCIArb, Bolu Agbaje Akadri and Emeka Ekweozor instituted the suit on behalf of Mr Amida, who is the Plaintiff. At the most recent 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 absent and unrepresented.

Counsel to the plaintiff informed the court that the plaintiff had filed a motion for 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.

Raising additional concerns, counsel to the plaintiff alleged that the defendants were planning to sell or transfer equity in PAT Holding Limited, the entity through which the acquisition was completed.

He argued that such a move could undermine the plaintiff’s claim and requested the court to order a status quo and preserve the current shareholding structure until the matter is determined by the honourable court.

Justice Aluko acknowledged the court’s inherent power to grant such relief but declined to issue the order at this stage, citing the pending injunction motion.

Nevertheless, the court instructed all parties to respect the pending processes before it and maintain the order.

Background: Equity Commitment in Management Buy-Out

According to court filings, the core of the dispute concerns an alleged failure to allocate a previously agreed equity stake to the plaintiff following the successful management-led acquisition of PAT.

Amida, who was appointed CEO in 2022, was tasked with turning around the company’s performance.

At the time, PAT was experiencing significant financial strain, with ₦38 billion in debt and ₦7 billion in overdue payables.

By the end of his first year, Amida had overseen a marked recovery: revenue rose from ₦10 billion to ₦15 billion, EBITDA increased from ₦4 billion to ₦6.5 billion, and the company reduced its liabilities and renewed key long-term contracts with major telcos.

As former shareholders of PAT considered exiting via a sale to an international buyer, the plaintiff proposed and led a local management buy-out initiative to retain the company’s Nigerian identity.

Following preliminary discussions with other funds, the plaintiff introduced DPI and Verod Capital as potential backers.

The three parties then pursued and successfully closed a full acquisition of PAT through an investment vehicle.

The transaction was structured as a management buy-out, and the term sheet documenting this agreement was filed with the court as part of the ongoing proceedings.

The plaintiff contends that the investors’ participation was contingent on this agreement and that the transaction terms were not discretionary or informal.

Amida’s legal team argues that the defendants benefited significantly from the value created under his leadership and should be held to the agreement which formed the basis of their entry into the deal.

Allegations of Non-Compliance

Post-closing, Amida alleges that multiple meetings were held with representatives of DPI and Verod to finalize the share allocation, but the agreed equity was never transferred to him.

In November 2024, he was exited from his role as CEO, and subsequent demands for his equity entitlement were declined by the investors.

However, as of the time of his exit, PAT revenue and EBITDA has more than quadrupled compared to when Amida took over the company.

Amida is now seeking the court’s intervention on the allocation of his 5% equity stake or its equivalent along with relevant damages.

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The case is listed to resume on 15 January 2026, where the court is expected to consider the consolidated applications and possibly begin substantive hearings.