Bluesky row grows

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AMPER S.A. C.E.O: Jaime Espinosa de los Monteros. (Inset) SUEING AMPER S.A.: Aoe'e Adolfo Montenegro.

AMPER S.A. C.E.O: Jaime Espinosa de los Monteros. (Inset) SUEING AMPER S.A.: Aoe'e Adolfo Montenegro.

Aoe’e sues Amper Chief Executive Officer and Bluesky for $46million

 

Amper S.A. and its Chairman and Chief Executive Officer, Jaime Espinosa de los Monteros, have been accused of fraud, bad faith, breach of contract, and other misconducts.

The allegations are contained  in a US$20 million (T$46million) lawsuit filed this week in the High Court of American Samoa by Aoe’e Adolfo Montenegro. 

Aoe’e was the Chief Executive Officer of Amper’s Bluesky Pacific Group, a group of telecommunications companies in the South Pacific, from 2008-2016.

The lawsuit also namesAmerican Samoa-based Bluesky Communications as a defendant.

In a prepared statement issued yesterday, Aoe’e said: “We assert and are prepared to prove that Espinosa engaged in fraud and other deceptive conducts while carrying out his duties as President and Chairman of Amper (BME:AMP), which is a publicly-traded Spanish corporation. 

“His unethical and improper conduct has caused me financial and reputational harm for which I seek restitution, while also exposing the Bluesky Pacific Group to legal and possibly regulatory repercussions.”

The lawsuit primarily addresses events of the past year, during which time Amper agreed to sell its controlling interest in the Bluesky Pacific Group to Fiji-based Amalgamated Telecom Holdings (A.T.H) for approximately $78.2 million. 

Aoe’e’s management contract was abruptly terminated by Amper on the same day in September 2016 that Amper signed the final sales contract with A.T.H. 

Despite initial reports by Amper that the transaction would close within three months, the sale remains pending approval by the United States Federal Communications Commission (F.C.C) and other governmental authorities in American Samoa, the independent State of Samoa, and elsewhere. 

After Aoe’e’s dismissal, he and other local Samoan and American Samoa shareholders sold their participation in the Bluesky Pacific Group to A.T.H.   

The lawsuit alleges that Espinosa knowingly orchestrated a series of deceptions, misrepresentations, and mischaracterizations that culminated in Aoe’e’s abrupt termination from Bluesky. 

Since then, the lawsuit says Amper and Bluesky have breached Aoe’e’s contract by refusing to pay him amounts due under his management contract with Bluesky and under a separate agreement with Amper that entitles Montenegro to a percentage-based fee from the proceeds of the sale of the Bluesky Pacific Group.

Aoe’e seeks payment of those and other amounts allegedly due, as well as US$20 million in punitive damages, which are awarded under U.S. law to punish egregious misconduct.

The lawsuit contains 25 legal claims and chronicles Espinosa’s alleged misconduct in detail. 

Chiefly, the lawsuit recounts that Espinosa improperly encouraged Aoe’e to organize a competing Management Buyout Offer (M.B.O) that would compete against A.T.H’s preliminary offer.

The suit alleges that Espinosa knew that Amper had an obligation to negotiate exclusively with A.T.H at that time but initially lied to Aoe’e about that obligation to induce him to organize the M.B.O. 

When news of the M.B.O became widely known, Espinosa further misrepresented to A.T.H and others that the M.B.O was unsolicited, despite the fact that he had asked Aoe’e to prepare the M.B.O and would sometimes label it an “unsolicited” offer in communications with Aoe’e. 

The lawsuit claims that Espinosa had no intent to seriously consider the M.B.O but was using the offer as a so-called “stalking horse” to force A.T.H to better its offer to purchase its controlling interest in the Bluesky Pacific Group.  

The lawsuit alleges that Espinosa also deliberately misrepresented to A.T.H that the M.B.O was evidence that Aoe’e was attempting to undermine the Amper-ATH sale, which resulted in Aoe’e’s untimely termination and has been used by Amper as an excuse not to pay him monies he is contractually owed. 

This duplicity harmed Aoe’e’s standing with A.T.H and is still being used by Amper to damage Aoe’e’s professional reputation. 

The lawsuit notes that the M.B.O organized by Aoe’e at Espinosa’s request was a fully funded, legitimate offer that should have been seriously considered by Amper’s Board of Directors. 

However, according to the lawsuit, Espinosa took hidden steps to undermine its consideration at an Amper board meeting and is believed to have colluded with parties within the independent state of Samoa to undercut its support at the eleventh hour.

In summary, the lawsuit claims that Amper is seeking to improperly benefit from the “sale of the very assets [Montenegro] played so critical a role in building.” 

According to the lawsuit, the company grew by leaps and bounds during Montenegro tenure as Bluesky C.E.O from 2008 to 2016. 

The number of employees grew from 50 to 400, the company expanded operations from one country to four countries, its annual revenues rose from $10 million to $60 million, and Bluesky annual profits grew almost tenfold—from $2.5 million to $22 million.

Aoe’e claims that instead of being financially recognized for his accomplishments per the clear formulas contained in written agreements he and Amper negotiated in 2014 and 2016, Espinosa and Amper are trying to avoid making payments by smearing his name and thereby damaging Aoe’e’s “professional career, financial stability, and reputation in the telecom industry and the Pacific region.” 

The lawsuit filed by Aoe’e does not reference a different lawsuit filed last week in the High Court of American Samoa wherein Bluesky accuses Aoe’e of improperly using Bluesky company resources.

In response to that lawsuit, Aoe’e said that “Amper has been aware for several weeks that I intended to file a lawsuit if they did not settle my requests for payment. I believe the lawsuit filed last week was an effort to establish a more advantageous negotiating position for Amper, and is a continuation of the delay tactics and obstruction that has characterized their behavior in this matter for more than half a year.

“I look forward to answering the unfounded accusations made against me by Amper in their baseless lawsuit.”

Aoe’e also released a statement over the weekend lamenting that “after so many positive, energetic and constructive years helping Bluesky grow throughout the South Pacific, it is unfortunate that things are ending on such a sour and malicious note.”

Aoe’e stated that he had sought to walk away from Bluesky after being terminated, but the company’s refusal to pay him the money he is due has compelled him to go to court, and that such a course of action necessitates revealing his knowledge of improper business practices which form the basis of Amper’s denial of his claims.

 

© Samoa Observer 2016

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