Amper facing a lawsuit in Spain filed by local minority shareholders

rhonda@samoanews.com

As Bluesky Pacific Group owner Amper SA seeks to sell Bluesky to a Fijian company in lieu of an offer from a local investor group, Amper is also facing a lawsuit in Spain filed by its local minority shareholders.

Amper and Fijian telecommunications company Amalgamated Telecom Holdings Limited (ATH) are still in the process of obtaining necessary approvals to complete a pending purchase of Bluesky after passing over a competing offer by the current Bluesky management group, Bluesky employees, and local investors.

As the sale unfolds, it may interest readers to review Bluesky’s corporate history and learn that this is not the only time Amper has butted heads with local interests.

In a currently pending lawsuit in a Spanish court, the former owners of Bluesky, including one local couple, claim that Amper broke its promise to pay the former owners for their Bluesky interests, even as Amper prepares to sell Bluesky for almost $80 million to ATH.

Bluesky was started in 1999 and owned by a telecommunications firm named TWS from Atlanta, but after a few years the company ran into financial trouble and in 2003 control passed to its main financial backer, a Canadian company called Nortel.

By the end of 2003, Bluesky itself was in serious financial trouble and on the brink of bankruptcy. Longtime local residents Fay Alailima-Rose, who was Bluesky’s Chief Technology officer when the company launched in American Samoa in 1999, and her husband Barry Rose began to discuss how Bluesky could be saved and avoid its then 45 employees from losing their jobs. Rose brought his close friend Lewis Wolman, the former owner and publisher of the Samoa News, into the discussions on how to save Bluesky.

Rose and Wolman, working together, arranged a deal in which, in 2003, Nortel sold its interests to a group that included three shareholders. Rose and Alailima-Rose, together with Wolman and his wife, Eletise Matagi Wolman, purchased 49% of the company, while the Stanford Investment Group — which had been an investor in TWS — purchased 51% of the company.

For a period, Alailima-Rose and Lewis Wolman managed the company — as co-Chief Executive Officers of Bluesky. In 2006 Stanford bought out the Wolman shares and, shortly thereafter, the company was merged into a Florida company called Elandia.

Alailima-Rose continued to work for Bluesky from 1999 until 2010 and then returned to work for Bluesky again in 2013. Rose served as President of Bluesky for many years and his law firm, Rose Joneson Vargas, were Bluesky’s lawyers.

In 2004 Wolman and Rose led the effort to rebuild Bluesky’s offices and retail store at the new Laufou Center after they were destroyed by fire in 2003. In 2008, Alailima-Rose and Rose led the effort to build Bluesky’s state-of-the-art Network Operations Center in Tafuna. Today, Bluesky continues to operate its administrative offices and main retail store out of Laufou Center and its Network Operations Center in Tafuna. The Roses recruited a number of Bluesky’s employees, many of who remain with the company today. 

The Roses conceived, developed and executed the first-ever submarine fiber optic cables, ASH Cable and SAS Cable, between Hawai’i, American Samoa and Samoa. Alailima-Rose led the complicated engineering and permitting work on the project and Rose assembled the financing and negotiated the various contracts necessary to bring the project to fruition. 

ASH and SAS, which are 67% owned by Elandia and 33% owned by the American Samoa Government, vastly improved the Internet connectivity for Samoa and American Samoa, enabled real time cable TV to be offered in American Samoa for the first time, and today remain the only submarine cables connecting American Samoa and Samoa to the outside world. 

In 2008, Adolfo Montenegro became the CEO of Bluesky. Under Montenegro’s guidance, the Bluesky network was modernized and improved and Bluesky purchased American Samoa Cable TV and vastly improved its offerings and services. In 2010, Montenegro led the expansion of Bluesky into Samoa and, in 2015, under Montenegro’s leadership Bluesky expanded again into the Cook Islands and New Zealand.

Today Bluesky employs over 400 employees in American Samoa, Samoa, the Cook Islands and New Zealand. Wolman returned to the Company as Bluesky’s Country Manager in 2014 and 2105. While no longer employed or affiliated with Bluesky, Wolman, Alailima-Rose and Rose retain close ties with Bluesky and its management team and many of its employees. 

In 2011, Amper acquired Elandia, which is a Spanish company, and the Roses and other Elandia shareholders were promised redeemable shares in Amper to compensate them for their Bluesky shares.

But the Roses and five fellow former Elandia shareholders have filed a lawsuit in Spain in which they claim that they did not receive the compensation that Amper promised the Elandia shareholders they would receive. Alailima-Rose and Rose said they have never been repaid for the money they invested in 2003.

Rose, who is an attorney himself, told the Samoa News that a trial has been set for February 2017, and he will travel to Spain to testify at that time, but could not comment on the lawsuit in Spain, at this time.

As readers are aware, Amper is now seeking to sell Bluesky. Samoa News understands Amper has been struggling financially for several years due to problems with its business in Spain and Central and South America, which is probably its impetus to sell its Bluesky Pacific Group operations.

Former local shareholders the Wolmans and the Roses are part of a group of Bluesky management and other local and non-local investors who made an offer to buy Bluesky Pacific Group from Amper last month. But Amper opted instead to sell the company, for $79.1 million, to ATH, a telecommunications company from Fiji that is controlled by the Fiji government. The American Samoa Government and other local interests have expressed support for the local offer.

When asked about the decision by Amper to sell Bluesky to ATH, Rose said he would prefer to see Bluesky sold to the local investor group, which includes current management and employees of Bluesky, many of whom have worked very hard for many years to make Bluesky the successful company it is today.

Rose acknowledges that Amper has the right to sell Bluesky to whoever it wants to, but said he hopes that if Amper does sell Bluesky to ATH that Amper will not treat minority shareholders, which include ASG, Bluesky employees and local investors from American Samoa and Samoa, the way he and Fay have been treated.

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