Justice Oluremi Oguntoyinbo sitting at a Federal High Court in Lagos, on Thursday, ruled that the court will proceed with contempt proceedings against Alta Semper Capital, Chidi Okoro and their other local collaborators in the dispute between the founder and Chief Executive Officer, Mrs Bukola George, and Alta Semper, the other shareholder of HealthPlus Limited, a leading retail pharmaceutical company in Nigeria.
HealthPlus has been embroiled in a crisis since Alta Semper, a UK private equity firm breached its agreement to invest USD 18million in HealthPlus in two tranches. The PE firm invested the first tranche of about USD 9.5million in March 2018 and was to complete the deal 12 months later. Unfortunately, Alta Semper ran into troubled waters. Its original source of funds was expensive and the firm has been unable to secure cheaper funds. It therefore has not been able to come up with the second tranche 24 months later, causing dire consequences for the company and its shareholders.
A PE executive in the UK stated that “The Alta Semper story is common knowledge in the PE circles in the UK. They clearly have problems raising money. Their original fund raised through two family offices was very expensive. They are struggling to find new money at lower cost. Seemingly, HealthPlus is one of their prime assets, especially with the COVID situation. There is a lot of pressure for Alta Semper to increase their stake and look for an exit or IPO. So that’s probably why they are behaving how they are. There is a little bit of desperation and opportunism.” Alta Semper may have found the seeming "anything goes" business environment in Nigeria an opportunity to grab HealthPlus since it believed it could easily circumvent the laws and regulations in a manner similar to the P&ID debacle that the Federal Government is currently challenging in the English courts.
Alta Semper also breached the conditions upon which the Pharmacists Council of Nigeria (PCN), the regulator of the retail pharmacy chain issued a “No Objection” letter/waiver which facilitated the investment. This led to the withdrawal of the waiver recently. A second blow in two weeks. The implication is that the bottom has been knocked off the deal.
Reacting to the ruling, a senior colleague of the founder and CEO stated that “The recent developments leave Alta Semper with only one option - to come to the round table, negotiate its exit and allow the legit management team rebuild and restore HealthPlus to its former glory and more. At inception, Alta Semper bought into a growth strategy only to make a u-turn, forcibly shrinking the company into a shadow of its old self. The partnership has been nothing short of a nightmare. While Nigeria is desirous of foreign investments, our doors are open to investors who are genuinely committed to supporting local entrepreneurs achieve their aspirations. Our doors are not open to investors who renege on agreements, only to use armed security officials and other extra legal means to perpetuate a hostile takeover of the company’s operations. The rule of law is alive and well in Nigeria. We are not a banana republic!”
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