Terra Towers, Corp. File Suit Against Torrecom Alleging 'Squeeze Out Merger' Attempt in Collusion with Minority Shareholders of Continental Towers, Peppertree Capital Management and Goldman Sachs
Majority shareholders of the telecommunications infrastructure firm Continental Towers LATAM Holdings Limited have filed a lawsuit against the Broward County-based company Torrecom Partners, LLC. The lawsuit alleges a conspiracy in coordination with Continental's minority shareholders, Goldman Sachs and Peppertree Capital Management, to depress the company's value and force a merger that would enable Continental's minority shareholders to squeeze its majority shareholder out of the post-merger entity.
In their lawsuit, Terra Towers, Corp., majority shareholder of Continental Towers and one of the largest telecoms tower builders in Latin America, accuses minority shareholders of orchestrating the merger with Torrecom as early as 2017. Using Torrecom as a disguised third-party buyer, the complaint alleges, Goldman and Peppertree-appointed board members breached their fiduciary duties to the company and allegedly negotiated and agreed to terms of a sale detrimental to Continental.
The complaint also alleges that Goldman and Peppertree systematically blocked multiple growth opportunities, including a lucrative contract awarded by Spanish carrier Telefonica (News - Alert) to build 200 towers in Guatemala and Nicaragua. Torrecom has a growing presence in these markets, and Goldman and Peppertree's alleged attempts to depress the value had the secondary effect of improperly limiting Torrecom's competition. Moreover, the complaint alleges that Goldman Sachs planned to provide Torrecom with the debt financing to acquire Continental, creating a potential onflict of interest, with Goldman acting both as a seller and a lender to the buyer.
"This complaint alleges a series of actions undertaken by the minorities in coordination with Torrecom to deprive the company of numerous profitable opportunities," says Enrique Canton, an executive and spokesperson for Terra Towers. "The minorities have risked their investors' investment in Continental by rejecting thousands of tower development projects. They also violated Continental's shareholder agreement by signing confidentiality agreements and negotiating a sale on behalf of Continental without informing Terra, the majority shareholder of the company.
"We are prepared to take all necessary actions to prevent this takeover attempt. We are surprised and disturbed that Torrecom's leadership agreed to collude with Goldman and Peppertree. Like Peppertree, Torrecom is a private equity-backed entity whose leadership has a fiduciary duty to the institutional investors entrusting them with millions of dollars," Canton added.
"We are a family-owned group that has bet on the growth of the markets where we operate for more than 20 years. We are proud of having created thousands of jobs and partnering with carriers so they can offer telecommunications services across Latin America, contributing to our region's sustained economic development. These are outside actors with no real commitment to the long-term development of our region, and when they engage in this kind of ruthless, short-sighted corporate maneuvering, they hinder the economic growth of the emerging markets where we operate by rejecting thousands of projects that would've otherwise enabled carriers to expand their coverage into communities that desperately need better telecommunications services," said Canton.
About Terra Towers
The plaintiffs Terra Towers Corp. and TBS Management, S.R.L. are respectively incorporated in the British Virgin Islands and Panama. Terra Towers is one of the largest private telecommunications infrastructure providers in Latin America and a pioneer in the development of telecom towers in public spaces the region. Through its majority shareholding in Continental Towers Corp., Terra Towers has more than 20 years' experience partnering with nearly 5,000 municipalities in Central & South America, South Africa, the Philippines and the United States. The company has built more than 4,800 telecom structures and sites with continued growth internationally.
For questions about the complaint, Broward County Case Number: CACE21006643, please contact Juan Rodriguez of Carey Rodriguez Milian, LLP at 305-372-7474.
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