The protracted ownership tussle over HealthPlus, a leading pharmaceutical chain, and private equity firm, Alta Semper UK, has taken a fresh twist.

The twist was introduced by the statement issued last week by mPharma, Africa’s leading health technology firm, that it has acquired a majority stake in HealthPlus from Alta Semper UK, which attempted a forcible takeover of HealthPlus last year.

The statement was followed by a video shared on the Twitter page of Gregory Rockson, mPharma’s Chief Executive Officer, telling HealthPlus staff why it acquired the company and its commitment to keep the company afloat.

Private equity experts are, however, of the opinion that the acquisition lacks fidelity, given that contacts with internal and external stakeholders in corporate mergers or buyouts are forbidden until every legal, regulatory, financial and governance issues are resolved.

This latest development is a continuation of the almost two-year battle between HealthPlus founder/Chief Executive Officer, Mrs. Bukky George and Alta Semper, led by Afsane Jetha, and equity firm’s Nigerian partners under the leadership of Pharmacist Chidi Okoro, who executed a hostile takeover of the company without a board resolution.

This took the form of a widely reported police-assisted seizure of HealthPlus premises, IT platforms, staff laptops, passwords and operations.

It also resulted in the edging out of George, who holds 46% equity and has the right of first refusal.

Ola Ayoku, a private equity expert, noted that there are two pending lawsuits filed by George at the Federal High Court against the takeover. As the suits have not been determined, he contended, there are legal issues yet unresolved.

“These proceedings were widely reported by the media and the cases have not been determined. In 2020, Justice Oluremi Oguntoyinbo ruled that parties in the dispute should maintain status quo pending the determination of the motion before her court. It was after that the private equity firm attempted to take over HealthPlus, which made the judge order the commencement of contempt proceedings against Alta Semper in March 2021,” he said.

He added that Alta Semper itself filed a petition at the London Court of International Arbitration (LCIA) in 2020 and the court is yet to give a final ruling.

Sylvester Ashibogwu, another investment expert familiar with the ownership dispute, warned that mPharma might be taking a very risky gamble by dealing with Alta Semper. He is of the view that the claimed sale of shareholding was executed without a board resolution and founder’s consent.

 “There has not been a meeting of the board for over two years, to the best of my knowledge. There is no hint that the owner, who has the right of first refusal was contacted and greenlighted the sale.

We also need to ask what becomes of her. She co-owns the company with Alta Semper, which has seized her personal assets, including a personal loan. This transaction carries a strong whiff of infidelity,” argued Ashibogwu.

The dispute was sparked by Alta Semper’s inability to fulfil its agreement to invest $18million in HealthPlus in two installments. While it provided $ 9.4million in March 2018, with the other installment due a year after, it did not keep the agreement.

Sources blamed its failure to provide the second tranche on difficulties to raise funds. They noted that the situation was compounded by the Covid-19 outbreak, which affected businesses worldwide.

“Their original fund raised through two family offices was very expensive. They are struggling to find new money at lower costs. Seemingly, HealthPlus is one of their prime assets, especially with the COVID situation. There is a lot of pressure for Alta Semper to increase their stake and look for an exit or IPO. So that’s probably why they are behaving like they are. There is a little bit of desperation and opportunism,” said a private equity executive.