Attempted Hostile Takeover By Foreign Private Equity Firm

Saturday September 26, 2020 / 04:23 PM / by Alta Semper Capital/ Header Image Credit: Health Plus

On Friday 25th September 2020, a Press
Release was purportedly released by Health Plus Limited (‘the Company’ or ‘HealthPlus’) announcing the alleged appointment of Chidi Okoro ‘on secondment
as incoming Chief Transformation Officer (“CTO”)’ of the Company, and that ‘The
founder of the Company Mrs. Bukky George continues to be a director and a
shareholder’.

We wish to inform the General
Public, the Pharmacists Council of Nigeria, our Staff, loyal Customers,
Vendors, Landlords, Bankers and all Stakeholders that the Press Release was NOT
authorised by the Company or anybody acting on its behalf and that the
announcement of the appointment of a CTO is wholly FALSE, wrongful and illegal
and should be totally ignored. It is the handiwork of unscrupulous foreign and
local businesswoman and businessmen intent on reaping where they have not sown
simply because they now see opportunities from the COVID-19 Pandemic, like
scavengers and vultures.

It is instructive to note
that the Chairman of the Board of Directors resigned two days ago and another
Director resigned five weeks ago. Both gentlemen had been displeased and
frustrated by the impasse and its debilitating effect on the Company, its
fortunes, employees and above all, the sheer injustice occasioned by it all.

HealthPlus, founded in April
1999 by the Chief Executive Officer, Mrs. Olubukunola Adewunmi (Bukky) George
is Nigeria’s first integrative pharmacy, the leading pharmacy chain in Nigeria
and the fastest growing in West Africa. The Company currently operates over 90
pharmacy and beauty retail stores, located in 11 States and the Federal Capital
Territory, employs over 850 Nigerians and is the largest private employer of
pharmacists in Nigeria. The Company has a reputation for excellence and takes
pride in the integrity of its supply chain. Its extensive product portfolio
includes prescription-only-medicines, over-the-counter medicines, nutritional
supplements, natural remedies, beauty and grooming products; with a strong
emphasis on local procurement and an active drive to uplift the communities
they operate in with their range of pharmacy services and free health
screenings.

Mrs. Bukky George founded and
grew HealthPlus against the odds to the household brand that it is today. She
continues to run the Company as Founder and Chief Executive Officer (‘CEO’). In
2018, HealthPlus decided to collaborate with Alta Semper Capital – a foreign
private equity firm (PEF) – to inject fresh capital to further grow the
business. Alta Semper was to exit after 5 years according to the Agreement
reached with that company and its associates and Mrs George was prepared to
give the PEF a controlling stake in order for them to realise their investment.
Unbeknown to Mrs George and HealthPlus Nigeria, the collaboration was doomed
from the beginning because of the greed of the owners of Alta Semper and their
ulterior motive of hijacking a thriving pharmaceutical concern in Nigeria given
the potentially vast Nigerian market.

Thus the endeavour was to run
into troubled waters primarily on account of Alta Semper’s futile attempts to
take-over the Company, leading to it deliberately starving the Company of
pledged funds as well as the intransigence of Alta Semper’s owners when
reminded of their obligations. This present unilateral unlawful attempt that
purports to remove Mrs. Bukky George as CEO and install their puppet appointee
using the cover-term ‘Chief Transformation Officer’ is the latest escalation of
their bid to subvert the laws of Nigeria and perpetuate the foreign domination
of a flagship of the Nigerian pharmaceutical industry. This unprincipled and
unethical behaviour, typical of PEF’s who use local stooges to achieve their
nefarious ends will continue to be stoutly and vigorously resisted.

In May 2020, Mrs. Bukky
George instituted legal action at the Federal High Court [Suit No.
FHC/L/CS/609/2020] seeking by way of a Petition to stop HealthPlus Africa
Holdings Limited (the investment vehicle used by Alta Semper Capital and which
they control) and their nominee directors from continuing to run and manage the
Company in an oppressive and prejudicial manner and in disregard of her
interests as a member of the Company. Their actions included: the deliberate
delay and withholding of funds; meddling with management, interference with the
functions of key employees; abuse of corporate governance processes and now the
attempt to remove her as CEO.

There is a pending Motion on
Notice for Interlocutory Injunction dated 27th May 2020, to restrain the
Respondents from doing this but in flagrant disregard of the court process Alta
Semper and its cohorts have purported to do just that.

Upon being served with the
Court Processes, the Alta Semper Capital nominees who are Respondents to the
Suit failed to file any defence and appealed that the parties mediate their
dispute. They chose to frustrate the mediation process after three (3) meetings
over a three (3) month period presumably to enable them build some spurious
case against Mrs George and file an arbitration claim in England, which they
hope will be a favourable venue to seal their wrongful and unlawful acts. Alta
Semper’s latest actions, including the arbitration claim that it has now filed,
constitute a serious affront to the authority of the Court seised of the suit,
a desecration of the integrity of the Nigerian judicial system and a gross
violation of Nigeria’s extant legislation.

The General Public, the
Pharmacists Council of Nigeria, our Staff, loyal Customers, Vendors, Landlords,
Bankers and all Stakeholders are advised to totally disregard and ignore the
earlier unauthorised Press Release from those who have no real stake in the
Company, its employees or Nigeria. Mrs. Bukky George remains the Founder &
CEO of the Company and is focused on preserving and growing this national
treasure.

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