HealthPlus: Attempted Hostile Takeover By Foreign Private Equity Firm – Proshare Nigeria Limited

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

Proshare Nigeria Pvt. Ltd.

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”.

Related Link: Health
Plus Announces Leadership Changes, Appoints Chidi Okoro as CTO

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.
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
Alta Semper Capital – a foreign
private equity firm (PEF) – to inject fresh capital to further grow the
. 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
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
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 treasur

Related Link

  1. Health Plus Announces Leadership Changes, Appoints Chidi Okoro as

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Proshare Nigeria Pvt. Ltd.
Proshare Nigeria Pvt. Ltd.

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