BlueSky Says Montenegro Tried to Disrupt Sale to ATH

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The suit by BlueSky Communications against its former president and CEO Aoee Adolfo Montenegro and his company ACMA Management Consulting Inc., alleges that Montenegro tried to disrupt the sale of the BlueSky company to Amalgamated Telecom Holdings of Fiji.

The suit says that from the moment ATH communicated its intent to purchase the BlueSky companies from parent company Amper, Montenegro made both direct and indirect efforts to disrupt and or frustrate the planned transaction.

These efforts says the suit included engaging in unauthorized and inappropriate communications with ATH representatives and other third parties in the transaction.

The plaintiff in the lawsuit is AST Telecom LLC, a Delaware Limited Liability Company doing business as BlueSky Communications.

The defendants are Aoee Adolfo Montenegro, ACMA Management Consulting Inc. and DOES 1-50.

According to the lawsuit,at this time,  the true names and capacities, whether individual, corporate, associate or otherwise of defendants DOES 1-50 are unknown to BlueSky who therefore sues these defendants by the fictitious names.

BueSky claims that Montenegro discouraged ATH from pursuing regulatory approvals while he simultaneously made unauthorized communications with regulators with the intention of frustrating the approval process.

Meanwhile Montenegro led a group of investors and submitted a competing Management Buyout Offer to owners of BlueSky, Spain-based Amper.

According to the complaint, Montenegro ignored warnings that his role with the Management Buyout Offer would raise conflict of interest concerns, as his actions toward the MBO would undermine the planned Amper ATH transaction.

However said the suit, contrary to Montenegro’s duty of loyalty, he proceeded with oversight of the due diligence related to the planned Amper ATH transaction while he simultaneously organized the competing MBO.

The complaint by BlueSky says fed up with Montenegro continued obstructions the head of Amper Jamie Espinosa instructed Montenegro to coordinate the success of the Amper ATH deal rather than just warning everyone about problems with the deal perceived by Montenegro.

Espinosa also instructed Montenegro to separate his position of interested party trying to acquire the business from acting as CEO of a company being sold, according to the suit.

Eventually Bluesky gave Montenegro and his company ACMA formal notice it was terminating their management agreement effective October 30.

In the notice of termination the defendant was directed to return all property belonging to BlueSky within 7 days.

However according to the suit, neither ACMA or Montenegro ever reassigned the property lease for a home at Canco Hill that BlueSky leased for the CEO’s residence.

The suit alleges that on October 5, last year, prior to the effective date of the termination notice, Montenegro, through counsel Barry Rose demanded payment of $797,364 due him and ACMA under the management agreement.

Two days letter he demanded immediate payment or else he will sue.

BlueSky says a $400,000 payment was made and the additional $397,364 was placed in an escrow account with a request that the parties allow a third party to decide how much o the remaining demands, was actually owed to Montenegro.

Montenegro, says the suit, took the $400,00 payment but declined the offer for resolution through a third party.

Then on March 13 this year he demanded an additional payment of $986,364,

On May 10, Montenegro submitted a renewed demand for payment of $4 million directly to the head of Amper, Espinosa, and threatened if this amount is not paid in 8 days they would file suit.

That demand has met with a suit by BlueSky for damages, the return of the house on Canco Hill and all funds and assets that may have been co-mingled with Montenegro’s and ACMA’s.

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