Court Hears Suit Against DPI, Verod in Pan African Towers Buy-Out Dispute

A high-stakes shareholder battle has erupted over the 2023 acquisition of Pan African Towers (PAT), with former Chief Executive Officer, Azeez Amida, dragging private equity giants Development Partners International (DPI), Verod Capital, and their limited partners before the Federal High Court in Lagos.

At the heart of the case—Suit No. FHC/L/MISC/608/2025—is Amida’s claim that the investors reneged on a binding agreement to allocate him a 5% equity stake under a management buy-out (MBO) arrangement that facilitated their takeover of PAT.

Presiding judge, Justice Aluko, ordered all parties to maintain the status quo and respect pending applications, including an interlocutory injunction aimed at blocking any sale or transfer of DPI and Verod’s stake in PAT until the matter is resolved.

At the latest hearing, Amida’s legal team, led by Prof. ’Kemi Pinheiro SAN, told the court there was a “deliberate plan” by the defendants to offload equity in PAT Holding Limited, the special-purpose vehicle through which the acquisition was structured.

The defendants—including DPI, Verod Capital Management Limited, Verod Capital Growth Fund III LP, African Development Partners III LP, and PAT Holding Limited—were absent and unrepresented in court.

While Amida seeks interim orders to safeguard his alleged stake, the defendants have filed a preliminary objection challenging the competence of the suit. Justice Aluko, however, declined to preemptively freeze the company’s shareholding structure, ruling that such relief would be considered when the injunction motion is argued.

The matter has been adjourned to January 15, 2026, for the consolidation and hearing of pending applications.

Court filings show that Amida, who was appointed PAT CEO in 2022 amid severe financial distress, spearheaded a turnaround that grew revenues from N10 billion to N15 billion and EBITDA from N4 billion to N6.5 billion within a year. Liabilities were significantly reduced, and key telco contracts renewed.

When the company’s original shareholders sought an exit, Amida proposed a local management buy-out to preserve Nigerian ownership. He introduced DPI and Verod as financing partners, and together they closed a full acquisition of PAT.

According to Amida, a term sheet—now before the court—clearly documented his entitlement to 5% equity under the MBO. But despite multiple post-closing meetings, the allocation was never finalised. In November 2024, he was ousted as CEO, even as PAT’s financial performance had reportedly quadrupled under his leadership.

Amida insists the investors are unjustly withholding the equity promised to him, thereby breaching both shareholder and contractual rights.

The suit resumes in January 2026.