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HealthPlus: Attempted Hostile Takeover By Foreign Private Equity Firm

Private Equity	5473 VIEWS
Private Equity
5473 VIEWS

Saturday September 26, 2020 / 04:23 PM / by Health Plus/ 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.

About Alta Semper Capital LLP

Alta Semper, a private equity manager investing flexible and strategic capital across select African growth markets, announced in 2018 a partnership with Nigeria's leading retail pharmacy chain HealthPlus. Under the terms of the agreement, Alta Semper invested US$18mn into HealthPlus, which was to enable the company expand its retail footprint and enhance its competitive position. Alta Semper specifically invests into market-leading businesses in defensive sub-sectors within the consumer and healthcare verticals.

The healthcare and retail markets in Nigeria are characterised by growing demand, driven by favourable demographics, increased consumer awareness and evolving consumption patterns. Furthermore, Nigeria is home to one of the least penetrated formal retail markets in the world, despite its large and growing population. The retail pharmacy sector is highly fragmented, with many independent drug stores and several patent medicine outlets. Furthermore, given structural challenges with the industry supply chain, counterfeit pharmaceuticals find their way into over forty percent of the retail market, while most wholesale and retail sales across the country are still made through informal markets. Moreover, much of the healthcare infrastructure is confined to major cities, with people living in urban areas having approximately four times as much access to healthcare as those living in rural areas.

The investment into HealthPlus was to enable the Company capture the pent-up demand for high-quality yet affordable healthcare and professional beauty supplies by developing regional distribution centres in commercial hubs across Nigeria, rapidly expanding the Company's footprint across Nigeria as well as developing a wholesale channel and investing in private label and e-commerce.

Healthplus was Alta Semper's first investment in Nigeria.

About HealthPlus Limited

HealthPlus was founded in 1999 by Mrs. Olubukunola Adewunmi (Bukky) George, FPSN, a Nigeria and UK-trained pharmacist with over 25 years of experience in the pharmaceutical industry, who has organically grown the business into the leading pharmacy chain and retailer of beauty supplies in West Africa.

The Company's quest is to provide the Nigerian consumer with high-quality, life-saving and affordable products and services. Furthermore, the Company aims to make a meaningful and lasting impact by contributing its quota to the achievement of universal healthcare coverage and to increasing life expectancy for all Nigerians.

The Company targets a broad base of consumers through the provision of healthcare products such as prescription and over-the-counter medicines, nutritional supplements, natural remedies, home medical equipment, mobility aids and pharmacy services. The Company employs over 700 people which includes 150 pharmacists, with at least two pharmacists dispensing prescription medicines and providing counselling, free health screenings and value-adding pharmacy services at each pharmacy. It operates branches in strategically-located residential areas, shopping centres and airports across 11 of the 36 states in Nigeria. HealthPlus has one of the highest brand recognition and ratings of any consumer company in Nigeria.

The Company's dedication and professionalism has been recognised with several excellence awards including the ICERTIAS Best Buy Award for #1 Pharmacy in Best Price-Quality Ratio 2017, the Nigerian Customer Service Award for Best in the Pharmaceutical Category 2017 and the Nigeria Healthcare Excellence Award (NHEA) 2016, 2015, 2014.

The Deal Advisors in 2018

Alta Semper's legal advisors were Olaniwun Ajayi LP and international law firm Hogan Lovells International LLP.
HealthPlus' financial advisor was CardinalStone Partners and legal advisory was provided by Banwo & Ighodalo.

Related News to HealthPlus and Alta Semper

1. Health Plus Announces Leadership Changes, Appoints Chidi Okoro as CTO - Proshare, Sept 26, 2020

2. 2 years after receiving $18m from Alta Semper Capital, HealthPlus is witnessing a power struggle - Tech Point, Sept 28, 2020

3. Alta Semper Capital Commits US$18mn to HealthPlus, West Africa's Leading Retail Pharmaceutical Chain - The African Private Equity and Venture Capital Association, Mar 27, 2018

4. Project Description - Alta Semper Ilera Fund I Limited (IFC-42586) - Early Warning System, Sept 04, 2019

5. Altasemper.com

6. Healthplus.com.ng