The ‘unlawful acquisition’ of Obajana Cement Company by Dangote Industries

BY AUGUSTINE MADUKA

From available records, Obajana Cement Company Plc was fully owned by Kogi state government before Dangote Industries Plc indicated interest to partner with her.

In other words, Obajana Cement was incorporated by the Kogi state government, Kogi state acquired mining license over Obajana limestone and also obtained certificate of occupancy for the areas needed for the company. These three elements – incorporation, mining license and CofO were very heavy in terms of value of Obajana Cement Company.

Unfortunately, and sadly too, the reason people of Kogi state, and indeed people of the world are finding it difficult to believe that Dangote validly acquired Obajana was the fact that no evidence exists, so far on the part of Dangote, to demonstrate what was paid or the consideration in exchange for those three “very heavy values” brought by Kogi state.

In the absence of such evidence, Dangote does not have the legal right to claim to have acquired Obajana Cement Company without any evidence of consideration, or value that passed to Kogi state in exchange for the purported acquisition.

No doubt, the issue of what value, or consideration Dangote gave in the purported acquisition of Obajana Cement 100% has been notoriously raised in this whole story of acquisition.

Both parties in this imbroglio – Kogi state government and Dangote – agreed that for a valid transfer or acquisition, value or consideration must pass. It is a settled position of the Nigerian law that consideration is an essential and fundamental element of a valid contact. If absent in a contract, that contract is a nullity.

Dangote claimed to have paid consideration for the acquisition, while Kogi state government denied it, as no evidence exists in support of Dangote’s claim.

The report of the commission of inquiry set up by Kogi state some years ago revealed no consideration was paid by Dangote. An opportunity given to Dangote at that time to show evidence did not yield result as Dangote failed in that regards.

Similarly, the recent Kogi state house of assembly’s public hearing on same issue turned out the same result.

All these fortified the general position, and conclusion that Dangote unlawfully acquired Obajana Cement Company, and as such be returned to Kogi state.

Notwithstanding the fact that Dangote might have brought some additional investment or expansion to Obajana Cement, if such was on a faulty foundation, it collapses, and goes to no issue in establishing 100% ownership for Dangote.

However, in view of the apparent messy situation for Dangote, and the embarrassment any delay in resolving this imbroglio would cause her as a business concern, it is advised that genuine amicable resolution should be explored, wherein an equitable formula on compensation or appeasement to Kogi state is worked out.

Any attempt by Dangote to further delay the resolution of this problem would be highly regretted by Dangote.

Maduka writes from Washington DC, United States