Economy

Board room squabble tears HealthPlus apart – Nairametrics

Nigeria’s and West Africa’s online retail pharmacy – HealthPlus, is going through a boardroom and shareholder squabble, that threatens the operations of the company. The battle for ownership of the company is now between Alta Semper, a private equity investor in the company, and Bukky George, the company’s founder, and CEO.

The dispute attracted media attention after a press release was issued, announcing Chidi Okoro as Chief Transformation Officer of the company. In a press release seen by Nairametrics, the ‘company’ reported that Mr. Okoro’s “mission is to optimize day-to-day management, and elevate the business to novel scale and profitability,” effectively removing the founder, Mrs. Bukky George, as MD/CEO.

This press release set off a chain of online and social media mudslinging, that has had both sides court public sympathy for who is in control of the company. Mrs. Bukky George issued a counter press release, denying that she had been removed as MD/CEO. According to her side of the story, she claimed the press release was not authorized by the company and termed it false.

“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 authorized by the company or anybody acting on its behalf, and that the announcement of the appointment of a CTO is wholly FALSE.”

Alta Semper on the other hand maintains, “The majority of the Board of Directors of the Company, determined that a change of leadership was required if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”

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Reliable sources informed Nairametrics that several attempts from both sides to resolve the matter have failed, due to a disagreement on the terms and conditions for the injection of capital into the company. We understand that HealthPlus is going through financial challenges, and is in dire need of capital to remain in operations.

What are they saying?

Alta Semper, in a follow-up press release, alleges that the decision to remove Mrs. Bukky George “was made in full compliance with Nigerian laws, and follows a long and drawn-out process of engagement,” through which the Board sought to address multiple issues with the way the company was being managed.

  • They claim that this was after a series of “significant breaches of the terms,” of Mrs. George’s engagement as CEO of the company.
  • That the “board had explored a range of options that would enable her to continue to play an alternate leadership role,” but she rejected such an arrangement. However, they did not mention what they meant by ‘an alternate leadership role’ in the company.
  • They explained that it “became clear that an amicable resolution was not going to be possible. and as the multiple issues persisted, urgent action was required to avoid adverse impact on the entire business, including customers, employees, suppliers, and other key stakeholders.”
  • They also claim that despite the ‘former CEO’ not achieving the target they set for her, they had sought to provide financial support for HealthPlus through ‘growth capital.’
  • However, “Mrs. George has not only refused to agree to offers of additional investment on commercially reasonable terms, but attempted to force ASC to restructure the existing binding contracts governing their relationship agreements, which she readily signed in 2018, after taking independent legal and financial advice.”
  • Alta Semper also maintains that despite removing Bukky George as CEO, she remains a director of the company, while its appointee Chidi Okoro, oversees the day-to-day operations of the company.
  • It believes this is necessary for the benefit of all stakeholders and as a result, “the majority of the Board of Directors of the Company determined that a change of leadership was required, if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”

Bukky George issued a press release alleging that the appointment of Chidi Okoro was not authorized by the company or anybody acting on its behalf.

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  • She claims that the appointment of Chidi Okoro as CTO is wholly false, wrongful, illegal, and should be totally ignored.
  • She also claims “it was the handiwork of unscrupulous foreign, local businesswomen, and businessmen’s intent on reaping where they have not sown, simply because they now see opportunities from the COVID-19 pandemic, like scavengers and vultures.”
  • Bukky George alleges that Health Plus ran into “troubled waters primarily,” because Alta Semper failed to take over the company, thus starving it of funds required to operate.
  • She also alleges that Alta Semper has an obligation to fund HealthPlus, in line with its agreements.
  • She mentions that in May 2020, she instituted a legal action at the Federal High Court, seeking to stop HealthPlus African Holdings Limited, from continuing to run and manage the company “in an oppressive and prejudicial manner, and in total disregard of her interest as a member of the company,” which she ostensibly founded.
  • She further cites withholding of funds, meddling with management, interference with the functions of key employees, abuse of corporate governance processes, and attempt to remove her as CEO, as what she wanted the court to stop.
  • She affirmed that there is a restraining order against Alta Semper.

A. Muoka: In a leaked letter seen by Nairametrics, A. Muoka & Co, the solicitors to the company, wrote to Messrs. Afsane Jetha and Zachary Fond, the directors in HealthPlus, and also representatives of Alta Semper on the termination of the management agreement between Alta Semper and Bukky George.

  • They claim that as solicitors to the company, any attempt to remove Bukky George is a flagrant disregard of the court’s order, as also claimed by Bukky George.
  •  They opined that the Board of Directors are the only ones empowered to remove Mrs. George as CEO. However, the board’s Chairman, Dr. Ayo Salami, and Mr. Deji Akinyanju had resigned from the board, meaning only two directors took the decision rather than 5.
  • According to A. Mouka, the agreement required that Alta Semper and Bukky George appoint two directors each, and jointly agree on a Chairman for the company.
  • The lawyers thus claim that because the board was depleted, the decision to remove Bukky George was “Male Fide’ (in bad faith), as Mrs. George was not given an opportunity to respond to the weighty allegations made against her, some of which are criminal in nature.

What we know so far

While both sides continue to issue several statements of denials and claims, here is what we have learned so far about the partnership.

  • In April 2018, Nairametrics reported that London-based private equity manager, Alta Semper Capital agreed to invest US$18 million into HealthPlus. The investment vehicle used was HealthPlus Africa Holdings Ltd, which is incorporated in Mauritius.
  • Alta Semper is a private equity manager founded by Ronald Lauder, (Chairman of Clinique Laboratories, a subsidiary of the Estée Lauder Company, and a former US ambassador to Austria), Richard Parsons (Chairman of Rockefeller Foundation, former Chairman of Citigroup and Chairman/CEO of Time Warner Group), and Afsane Jetha.
  • The new funding was to enable the company to expand its retail footprint and enhance its competitive position.
  • It had approximately 80 locations across the country at the time and currently has about 90 branches.
  • HealthPlus Ltd is owned by HealthPlus Africa Holdings Ltd, with a 94,998 ownership, while Bukky George owns 5,002 shares; thus, 94.9% ownership and 5.1% ownership respectively.
  • Nairametrics understands that Bukky George owns less than 50% of HealthPlus Africa Holdings, while Alta Semper owns majority shares in the holding company, estimated at between 53% and 55%.
  • Sources inform Nairametrics that HealthPlus makes about N5 billion in revenue annually.

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