Among the allegations cited in the AST Telecom LLC, dba Bluesky Communications, lawsuit against the company’s former boss is that Aoe’e Adolfo Montenegro continued to sabotage, hamper and disrupt the sale of Amper S.A. to Fiji telecom company Amalgamated Telecom Holdings Limited (ATH), while he was still CEO of Bluesky.

The lawsuit, filed last Thursday with the High Court, also accuses Montenegro and his company, ACMA Management Company, of among other things, diverting plaintiff’s business funds for the defendants’ personal use without consent.

Bluesky Communications is where Aoe’e served as chief executive officer for many years until his contract was terminated late last year. (See yesterday’s Samoa News edition for part one of the lawsuit as well as Montenegro’s statement.)

MONTENEGRO’S EARLY AMBITIONS

The lawsuit cites Montenegro’s alleged ‘early’ ambition to purchase Bluesky and American Samoa Hawaii Cable (ASH-Cable) LLC, the undersea fiber optic cable, which is minority-owned by the American Samoa Government and was officially launched in July 2009.

In 2015, the lawsuit claims that Bluesky’s parent company Amper, which is based in Spain, was facing financial challenges resulting in a capital shortfall; and that Montenegro was aware of the financial challenges.

Around Jan. 13, 2015, the lawsuit alleges that Montenegro saw this opportunity and through his attorney, Barry Rose, formally notified Amper and Bluesky of his intention to organize an ‘Investor Group’ to “purchase certain equity interest” in Bluesky and ASH-Cable.

“Montenegro indicated that he would be a member of the ‘Investor Group’ personally,” the lawsuit alleges and noted that Amper was still looking to raise capital in June 2016 and Montenegro and his ‘Investor Group’ had not yet achieved Montenegro’s goal to purchase Bluesky and ASH Cable.

MONTENEGRO’S COMPETING EFFORTS

In June of last year, ATH engaged Amper to discuss the possible acquisition of Amper’s interest in the Bluesky family of companies. Around June 30 of last year, Amper entered into the non-binding Letter of Intent with ATH. Around the same time, Montenegro allegedly met with Amper executive chairman Jaime Espinosa where he discouraged Espinosa and Amber from selling to ATH.

Its alleged that Montenegro independently raised his intention to organize an investment group to submit a competing Management Buyout Officer (MBO) and that Montenegro allegedly urged Espinosa to reject the Amper-ATH transaction and to allow the MBO to proceed instead.

After the meeting with Espinosa, Montenegro allegedly communicated his opposition to the Amper-ATH transaction to Bluesky managers, whom Montenegro encouraged to join his planned MBO.

“Montenegro ignored warnings that his role with the MBO would raise conflict of interest concerns, as his actions towards the MBO would undermine the planned Amper-ATH transactions,” the lawsuit alleges.

It also alleges that Montenegro proceeded with oversight of due diligence relating to the planned Amper-ATH transaction, while he “simultaneously organized a competing MBO” in which he has a personal stake.

In August of last year, “Montenegro stated that the possibility of the Amper-ATH transaction closing was remote and he indicated that he would not be joining ATH in the event the Amper-ATH transaction was successful,” the lawsuit alleges.

CONTINUED SABOTAGE EFFORTS

The lawsuit accuses Montenegro of “continued efforts to sabotage and disrupt” the Amper-ATH transaction, alleging that from the moment ATH communicated its intent to purchase Bluesky, “Montenegro made both direct and indirect efforts to disrupt and/or frustrate the planned transaction.”

“These efforts included engaging in unauthorized and inappropriate communications with ATH representatives and other third parties to the transactions,” the lawsuit further alleges. It also says that Espinosa sent an Amper official, Juan Castellanos, to monitor due diligence because there were concerns about Montenegro’s divided loyalties.

CONTINUED EFFORTS TO HAMPER

The lawsuit also alleges Montenegro’s “continued efforts to hamper and disrupt” the Amper-ATH transaction by, among other things, “discouraging ATH from pursing regulatory approvals while he simultaneously made unauthorized communications with regulators designed to frustrate the approval process and to raise the ire of the regulators.”

(The lawsuit didn’t identify the regulators — whether it’s the US government or other foreign countries).

“Fed up with Montenegro’s continued obstructions, Espinosa instructed Montenegro to coordinate with Castellanos towards the success of the Amper-ATH deal rather than just warning everyone about the problems with the deal perceived by Montenegro,” the suit alleges.

“Espinosa further instructed Montenegro to separate his position of interested party trying to acquire the business from acting as CEO of a company being sold,” the suit further alleges. “Espinosa demanded that Montenegro provide his full collaboration to effect the Amper-ATH transaction.”

The lawsuit also alleges “Montenegro’s efforts to disrupt, delay or otherwise frustrate the planned Amper-ATH transaction in lieu of his MBO were noted by representatives of Amper, ATH and many others.”

Around Aug. 27th of last year, the Amber board of directors decides to submit the ATH proposal to shareholders with a recommendation for approval. And Amper accepted ATH offers over the others received, which included the MBO proposal submitted by Montenegro, according to the lawsuit.

It was around Sept. 23, 2016 that Bluesky gave ACMA and Montenegro formal notice that it was terminating their management agreement effective Oct. 30 of last year.