New twist in NEXTTEL saga: Vietnamese accused of sabotage, lies telling as new investors expected.

This time around, BESTINVER Cameroun is accusing the Vietnamese of VIETTEL Global Investment of sabotage as new investors are expected to come in. 

BESTINVER has also accused the Vietnamese of having orchestrated a “fraudulent” clause in NEXTTEL’s articles of association. 

It has described these actions by the Vietnamese as one born out of bad faith and said it is ready “to go to any length to neutralise the fraud orchestrated by the Vietnamese”. 

This new development follows a ruling No 220/2024 of July 11, 2024,  by the Joint Court of Justice and Arbitration at a public hearing. 

Since the ruling, legal pundits have been questioning if “the issue of arbitrability of disputes, which was thought to have been definitively resolved in arbitration law, has finally become a moot point, and the courts continue to put the debate back on the legal discussion table”.

It should be recalled that VIETTEL Global Investment had entered into a shareholders' agreement with BESTINVER Cameroun for the creation of VIETELL Cameroun Sarl, which became NEXTTEL SA.

But few years after NEXTTEL SA had been functioning, a dispute erupted between the partners. 

After all moves to resolve the dispute between BESTINVER Cameroun and the Vietnamese were futile, the matter went to court and a provisionary management was put in place, with neither BESTINVER nor the Vietnamese having access to the company. 

But recently, we learnt that the Vietnamese sought another court for a different body to take charge of the company without the involvement of BESTINVER. 

Since the ruling No 220/2024 of July 11, 2024, by the Joint Court of Justice and Arbitration, there have been misleading reports that BESTINVER has lost the case, which, legal analysts say, is the contrary.

A reliable source within BESTINVER, who did not want to be named, disclosed that the ruling “was in the interest of Cameroon and the matter is far from over”. 

On the issue of a “fraudulent” clause in NEXTTEL’s Article of Association, our source disclosed that: “Considering that this shareholders' agreement did not comply with Cameroonian and OHADA legislation on the operation and scope of NEXTTEL SA's corporate management powers, BESTINVER Cameroun sued VIETTEL Global Investment for the annulment of certain provisions of the Articles of Association before the Wouri High Court”.

“The Wouri High Court declared that it had no jurisdiction because of an arbitration clause referring; the parties to arbitration by the Singapore International Arbitration Centre. Dissatisfied, BESTINVER appealed to the Littoral Court of Appeal, which ruled that disputes between shareholders of a public limited company, or some of them, are not arbitrable, and consequently declared the arbitration clause null and void,” our source noted. 

The source continued that: “VIETTEL Global Investment then appealed to the Joint Court of Justice and Arbitration”, which ruled on July 11, 2024.

“In reality, the Joint Court of Justice and Arbitration, in its judgment, simply reaffirmed the principle of the arbitrability of the dispute between the parties, but did not rule on the fraud that vitiated the insertion of the arbitration clause both in the shareholders' agreement and in the Articles of Association,” he stated.

He noted that “…even in the presence of an arbitration clause, the state courts have jurisdiction whenever there is fraud, and this is the option taken by BESTINVER Cameroun SA”.

Legal pundits say the Vietnamese may be jubilating over the ruling of the Joint Court of Justice and Arbitration, like a trophy, “but the ruling is not final”.

They say “there are still avenues of appeal open to it.”

 Sources close to BESTINVER say it intends to go all the way “to neutralise the fraud orchestrated by VIETTEL Global”. 

Three options on table for both parties

We gathered that when the Vietnamese and officials of BESTINVER were received in audience by the Prime Minister, Head of Government, Chief Dr. Joseph Dion Ngute, sometimes ago, three options to resolve the wrangle had been put on the table. 

The first was for the two shareholders go back, refinance and work together as before; the second option was for BESTINVER to pay off the Vietnamese’s shareholders and take over the company or thirdly the Vietnamese to pay off BESTINVER’s shareholdings and take over the company.

We also learned that after the audience, the PM had also written to the Vietnamese to explain these to them. But the Vietnamese are said to have not complied with any of the options.

Another source, who did not want to be named, said: “The Vietnamese are simply bent on taking over NEXTTEL by hook or crook, but are unwilling to agree to any of the options”. 

The source added that “for several years, it was BESTINVER that was financing the running of the company”. 

We also learned that BESTINVER may also be for the option of liquidation for new investors to come in for recapilisation, but sources say the Vietnamese “want to take over the company without reimbursement of BESTINVER’s share capital”. 

BESTINVER is also said to have spent huge amounts of money to obtain the license for NEXTTEL, but its owner, Ahmadou Baba Danpullo, didn’t not have access to the company’s account, but the Vietnamese. 

We also gathered that the Vietnamese claim to have brought in equipment worth about 50 billion FCFA, which are stocked somewhere in Cameroon and are insisting that BESTINVER has to reimburse them for the equipment. 

But BESTINVER, we also learned, has called for an evaluation of the equipment, something the Vietnamese don’t want to comply with. 

“The equipment should be evaluated to know the quality and cost. If the Vietnamese are not complying with an evaluation of the equipment, then they are definitely hiding something. He who has nothing to fear, should not have anything to hide,” a source noted.   

“Vietnamese’s attempts at sabotage”

As the tussle rages on, BESTINVER, having been seeking for new partners, sees the recent moves by the Vietnamese as an act of sabotage.

Another source within BESTINVER, who did not want to be named, asserted, “seemingly having learned that there are investors showing interest in NEXTTEL, the Vietnamese have engaged a calumnious act of sabotage to discourage these investors from coming in to invest in NEXTTEL”.

If the new investors come in, the company will have to recapitalise and restructure to recommence its operations. But this, we gathered, is what the Vietnamese are “bent on stopping through sabotage”.

This story was first published in The Guardian Post issue No:3199 of Wednesday August 14, 2024