Amper CEO accused of fraud in American Samoa lawsuit
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 misconduct in a $20 million lawsuit filed this week in the High Court of American Samoa by Adolfo Montenegro. Montenegro was the Chief Executive Officer of Amper’s Bluesky Pacific Group, a group of telecommunications companies in the South Pacific, from 2008-2016.
Montenegro’s lawsuit does not reference Bluesky’s lawsuit filed last week Thursday in the High court.
In a prepared statement on his lawsuit filed this week, Montenegro said, “We assert and are prepared to prove that Espinosa engaged in fraud and other deceptive conduct while carrying out his duties as President and Chairman of Amper, 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, which also names American Samoa-based Bluesky Communications as a defendant, 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 (ATH) for approximately $78.2 million.
Amper abruptly terminated Montenegro’s management contract on the same day in September 2016 that Amper signed the final sales contract with ATH. 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 (FCC) and other governmental authorities in American Samoa, the Independent State of Samoa, and elsewhere.
(After Montenegro’s dismissal, Montenegro and other local Samoan and American Samoa shareholders sold their participation in the Bluesky Pacific Group to ATH).
The lawsuit alleges that Espinosa knowingly orchestrated a series of deceptions, misrepresentations, and mischaracterizations that culminated in Montenegro’s abrupt termination from Bluesky. Since then, the lawsuit says Amper and Bluesky have breached Montenegro’s contract by refusing to pay Montenegro 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.
Montenegro seeks payment of those and other amounts allegedly due, as well as $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 Montenegro to organize a competing Management Buyout Offer (MBO) that would compete against ATH’s preliminary offer.
The suit alleges that Espinosa knew that Amper had an obligation to negotiate exclusively with ATH at that time but initially lied to Montenegro about that obligation to induce him to organize the MBO. When news of the MBO became widely known, Espinosa further misrepresented to ATH and others that the MBO was unsolicited, despite the fact that he had asked Montenegro to prepare the MBO and would sometimes label it an “unsolicited” offer in communications with Montenegro. The lawsuit claims that Espinosa had no intent to seriously consider the MBO but was using the offer as a so-called “stalking horse” to force ATH to better its offer to purchase its controlling interest in the Bluesky Pacific Group.
The lawsuit alleges that Espinosa also deliberately misrepresented to ATH that the MBO was evidence that Montenegro was attempting to undermine the Amper-ATH sale, which resulted in Montenegro’s untimely termination and has been used by Amper as an excuse not to pay Montenegro monies he is contractually owed.
This duplicity harmed Montenegro’s standing with ATH and is still being used by Amper to damage Montenegro’s professional reputation.
The lawsuit notes that the MBO organized by Montenegro 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 CEO 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.
Montenegro 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 Montenegro’s “professional career, financial stability, and reputation in the telecom industry and the Pacific region.”
The lawsuit filed by Montenegro does not reference a different lawsuit filed last week in the High Court of American Samoa wherein Bluesky accuses Montenegro of improperly using Bluesky company resources.
In response to that lawsuit, Montenegro said “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.”
Montenegro also released a statement over the weekend lamenting, “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.”
Montenegro 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.