A high-stakes shareholder rights lawsuit has emerged from the 2023 acquisition of Pan African Towers, Nigeria’s largest indigenous digital telecommunications infrastructure company. The suit, filed by PAT’s former Chief Executive Officer, Azeez Amida, alleged a breach of a pre-agreed equity arrangement tied to a management buyout transaction.
The Federal High Court, Ikoyi Division, recently resumed hearing the case (FHC/L/MISC/608/2025), presided over by Justice Aluko.
The case pits Amida against major private equity investors Development Partners International (DPI), Verod Capital Management Limited, several of Verod’s limited partner funds, and PAT Holding Limited, the vehicle through which the acquisition was completed.
Amida was appointed CEO of PAT in 2022, a time when the company was financially strained, burdened by ₦38 billion in debt and ₦7 billion in overdue payables, with revenues languishing at approximately ₦10 billion.
Within his first year, Amida led a business turnaround, increasing revenue by 50% to ₦15 billion and boosting EBITDA from ₦4 billion to ₦6.5 billion, while also reducing liabilities and renewing key partnerships with telecommunications giants such as MTN and Airtel.
In response to the impending exit of former shareholders via a sale to Axian Telecom, a Malaysian-based company, Amida proposed and spearheaded a local management buyout initiative to maintain PAT’s Nigerian Control. To realise this, Amida introduced DPI and Verod Capital as key investment partners. Together, they successfully acquired PAT through a structured MBO deal.
Amida argued that as part of the deal, he was entitled to a five per cent equity stake in PAT. However, post-acquisition evidence and company records submitted in court show that DPI and Verod Capital held 100% of the shares, without transferring the agreed-upon equity to Amida.
His legal team contends that equity entitlement was a condition precedent for DPI and Verod’s investment, documented in a term sheet lodged with the court, which the investors neither fulfilled nor honoured.
The plaintiff claims initial assurances framed the equity structure for “tax efficiency” reasons, but that DPI and Verod subsequently reneged, sidelining Amida from ownership and eventually forcing his resignation as CEO by late 2024. These actions allegedly coincided with PAT’s soaring valuation following the renewal of telecom contracts.
Amida is seeking the court’s intervention to enforce his five per cent equity stake or its cash equivalent, alongside damages for the breach and the loss of his position as CEO during the surge in company value. The case highlights tensions between private equity investors and management shareholder rights in fast-growing infrastructure sectors.
At the most recent hearing, Amida’s counsel filed a motion for interlocutory injunction aimed at preventing DPI and Verod from transferring or selling their stakes in PAT Holding Limited, which could undermine the legal challenge. The defendants responded with a preliminary objection, contesting the court’s jurisdiction because the term sheet was informal.
The judge declined immediate injunctive relief due to ongoing applications but ordered parties to maintain the status quo and respect court processes before the next hearing, scheduled for January 15, 2026.
Pan African Towers provides telecommunications infrastructure for MTN, Airtel, and other companies.
No official comment has yet been received from DPI, Verod Capital, or PAT’s current management.
