“In short, you CANNOT sell our investment at a price we don’t know about, to investors we haven’t been informed about at terms we didn’t agree to.”- HotelOga Investor.
Introduction
The above statement from the HotelOga investor forms the crux of why Marek Zymoslowski started a negative social media campaign against the Nigerian business ecosystem.
On the 14th of February, Marek released a Medium post claiming that a “godfather” bribed Interpol, and was using them to attempt to extradite him to Nigeria.
Marek’s use of the word “godfather” was an emotional trigger to get my fellow Nigerians to stand with the underdog. Media houses at home (Techpoint) and abroad (Ventureburn) have posted several variations of his vitriol, and it is important that the record is set straight.
Marek’s actions weaken the fragile trust in the Nigerian business ecosystem between founders and investors. It also potentially puts hapless and well-intentioned foreign investors whose growing investments are helping startups in the country, in a bad light.
This is a story of greed, theft and bold-faced deceit: two serial entrepreneurs and angel investors were attracted to supporting a Polish entrepreneur in dire need of capital to get his Nigeria-based idea off the ground. He not only fraudulently hid the core assets of the business in a separate company he owned and managed, he also proceeded to run the startup aground, accumulating huge debts while stealing the company’s revenues by diverting it into his personal accounts and that of the other company he owned.
With the company stalling, and his debts piling up, he planned and executed an exit from liability in the two companies while again, diverting the proceeds from the transfer of his equity away from settling the debts he incurred to some vehicle warehoused in a place yet to be uncovered by an ongoing Police investigation in Poland and Nigeria.
This post is written to counter his fabricated narrative that discredits investors that sought to support an entrepreneur with whom they could craft a success story that would build the reputation of Nigeria as a genuine destination ecosystem for startups.
Preamble:
- It is deceptive to have a dual company structure wherein the valuable and tangible assets (the technology) are held in one entity (foreign) whilst the “idea” is held in another entity (local) without disclosing such to investors so they can make an informed decision on valuation and other issues pertinent to the security of their investment.
- You cannot sell either of the companies to a buyer whilst in conflict with your shareholders over the structure; and without the board’s consent of your shareholders or investors with preemptive rights.
- If you end up selling; upon receiving funds from a sale, the receiver is expected to settle debts of the company and pay investors.
- Transferring shares and relinquishing ownership in the valuable entity at a time when investors are in discussions to collapse both companies into one entity, and prior to its subsequent sale to another company, reeks of deception.
- A thorough investigation is required to unearth the motive behind the sale. If as suspected, it was a backhand transaction designed to keep the shareholders blind to the details whilst receiving commercial benefit. It is also important to find out if this was done with the knowledge of the buyers- Savannah Sunrise.
- Failure to disclose to shareholders the above, and failure to disclose proceeds of sale is tantamount to fraud. A criminal offense.
Marek and his cohorts did all of the above but still had the audacity to call his investors disparaging names. - Remember, this is not a company that failed naturally. If it was, investors and uncollateralized debt holders are due no refund. This is a company that was, first of all, mismanaged by a CEO that didn’t adhere to standard corporate governance principles and later sold for commercial consideration without any consideration given to the investors.
This is not the usual “shareholder civil dispute” that he attempts to minimize this to be. It’s a clear case of a patterned intent to defraud and launder money. Evidence exists below to support my assertion. - Furthermore, it falls within the ambit of the law to use Interpol to track down a suspected criminal and bring him to face charges in the country where the crime was committed. Especially if the person poses a flight risk i.e he holds a passport or multiple passports (which he has admitted to) from different countries and is not resident of the country where the alleged crime was committed.
- Marek’s story refuses to acknowledge his wrongdoing, but focuses more on the alleged police “bribe” in a bid to whip up anti-Nigeria sentiments and to further propagate the stereotype of corruption in Nigeria.
- Nigeria has a lot of issues no doubt. But this is not one of them. The evidenced backed revelations contained in this post (below) will show that Marek is just as corrupt as any other corrupt person around the world.
Before I go into more detail to prove that the above points did happen, I’d like to dispel the myth of the godfather.
Investors in this company were Angel Investors: An Indian and an investment firm led by an American entrepreneur. Marek used trigger words that he knew would whip up sentiments in his favor whilst denigrating Nigeria.
Digging beyond the lies
Let me respond directly to paragraphs in his Medium post:
1. “During the startup fight for growth and survival, a conflict (around the company vision and management style) between myself and the Godfather arose. It reached a threshold when he, together with our CFO, tried to kick me out of the management board and take control of the company. They failed because my team, my co-founder and other shareholders came to my defense. The conflict, however, paralyzed our operations for months and almost made us go bankrupt. We were able to save the company by merging with our biggest competitor from East Africa. This allowed me to exit the company and remove myself from the equation, hoping that this move will release the tension between stakeholders.”
This paragraph is a complete fabrication. Marek refused to adhere to standard corporate governance practices. He was misusing funds without board approval; and the company was owing money to hotels that had signed up for their service. See below for a litany of evidence including bank details.
Moreso, the issue with shareholders was not the reason he removed himself from the equation. Marek had a dual entity structure unbeknownst to the shareholders of both Companies in the initial stages. A Polish company (HotelOnline), that was owned by Marek and a partner. All technology and IP as mentioned resided with this company. Company registration shows Marek as a majority shareholder and not just a passive shareholder.
A Nigerian entity (Hotel Technology Solutions/HotelOga) was set up essentially as a shell company with contracts with the hotels. From this Nigerian entity, they racked up debts and were approaching bankruptcy.
It became apparent to the shareholders that there was a Polish entity at some point and the shareholders agreed at a board meeting to merge the two companies and transfer the technology to a single company as was indicated in the shareholders’ agreement they had. See minutes of the meeting where it was agreed that the company would be merged. Also, see excerpts from shareholder agreement.
Marek stalled and this never happened as evidenced later. Marek was also instructed to transfer ownership of property held in his name that he bought with company money to the company. See the board resolution document below.
At a later time, it became evident that the Polish company (HotelOnline) was in discussions to be merged with an East African competitor. The investors told him to adhere to the corporate governance structure that they had been trying to institute prior to the talks of a merger with the East African entity so that they could receive value from the sale.
He claims in the above paragraph that he “merged the company with the East African company.” This is another fabrication. He merged the Polish entity (in which he had transferred ownership of his shares to his partners) to the East African company and left the shareholders in the Nigerian entity hanging.
See exhibit 1A and 1B. A belligerent email from Marek to his investors and a reply to him from his investors.
The response email from investors:
Marek refused and proceeded to transfer his shares in the more valuable Polish entity to his partners in that entity and relinquish his directorship to his partner at the point of merging. Marek was fully aware that the shareholder agreement executed in Nigeria, entitled the Nigerian shareholders to not just shares in Nigeria but also to affiliated companies, such as Hotel Online in Poland. Marek took himself out of the affiliate company so the shareholders would not be able to lay claim to the proceeds of sale in Hotel Online or the benefits of the merger, even though he was a shareholder and CEO of both companies. Furthermore, while the companies were operating concurrently, he was facilitating payments to the Polish entity. See evidence below.
If you look at Marek’s numbered points in his email- 1,2 &3 where he explicitly states in 1. That savannah sunrise was aware of the talks to merge the dual entities and that if the companies are merged 3. for some reason Savannah sunrise won’t proceed with their own merger with the now single entity.
In an interview with Savannah Sunrise CEO, the East African company, he alludes to the fact that Marek transferred ownership just prior to the merger. His knowledge of this fact is quite telling. The fact is, if Marek was a shareholder at the time of the merger, then Savannah is obliged to perform the due diligence that will reveal the existence of the structures, the shareholder agreements and the board minutes. The investor’s lawyers also notified them, but they ignored the notice and proceeded.
Nightsbridge, the company Marek tried to sell the Nigerian entity to, performed the same due diligence and saw the gaps. They backed out of the transaction- but not before they had paid Marek $30,000 for technology. More on this issue coming soon.
Having done the above Marek went ahead to facilitate the merger with Savannah Sunrise, the East African entity. Savannah Sunrise went ahead to adopt the HotelOnline brand name after the merger.
As for the Nigerian entity — Marek tried to sell the Nigerian entity to Nightsbridge, another travel company, without disclosing the dual entity structure to them. See exhibit B for Nightsbridge’s damning email, that expresses their disappointment in Marek’s dealing.
Nightsbridge had even provided an advance of 30,000 USD — as payment for the “technology” of HotelOga, the Nigerian entity. This calls into question which company does the technology belong to???
See exhibit C. Credit note on Funds that Nightsbridge sought to recover from Marek.
Having concluded the deal with Savannah for which the shareholders had no insight into the commercial nature of the transaction, Marek decided to relocate from Nigeria to Poland. It is important, at this point, to note that Marek’s actions were criminal in nature. Not disclosing the dual entity structure shows an “intent to deceive.” Siphoning company money to the Polish structure and into his personal account is tantamount to money laundering. Taking money from Nightsbridge for technology knowing fully well that the technology belongs to the Polish company is tantamount of selling what does not belong to you — which is theft. Or perhaps he forgot that the technology did belong to the local entity and invoiced for it??? Either way, the dishonesty is evident. See the next exhibit:
As evidenced from the credit note; knowingly putting your shareholders and investors up for a potential liability whilst providing an exit for yourself via a shadow entity is also intent to defraud. As mentioned above, a case for money laundering through the Polish entity could also be established.
With Marek being a Polish citizen and a potential flight risk and with the litany of options for criminal prosecution that his shareholders could use to pursue to recover their funds, they decided to institute a case with Interpol to extradite Marek to Nigeria to face his crimes. It will be good at this point to mention explicitly that in instances of international fraud and money laundry, Interpol can be used to restrict the cross border movement of suspected criminals and extradite them to the host country for trial where an extradition treaty exists.
Now that we have cleared that, please see this paragraph from Marek’s Medium post.
2. “I was arrested at Warsaw airport because my name showed up in the passport system as a person wanted by Interpol. Interpol put me on the list on the basis of an arrest warrant from Nigerian Police. The justification of the arrest only included a very vague description of my alleged crimes. Apparently, I stole my investor and my CFO money. The only evidence in the case? Victim statement. Nothing else. Just “testimonies.” Imagine going to the police now and telling them that your neighbor stole a million dollars from you. And now the police goes to arrest your neighbor without even asking if you ever had a million, not even bothering to ask if you have any proof of the theft.”
Please see exhibit D below where we requested the extradition of Marek. It clearly shows appendix of supporting documents. So yes, we did provide enough proof of criminal intent by Marek. Shareholders discovered payments of more than $180,000 to the Polish entity as revenue for transactions undertaken by the Nigerian entity. Perhaps it was easier for Expedia a foreign company, who had a contract with HotelOga to pay into a foreign account. So that of Hotel Online was used for collections prior to transmission to the bank accounts of HotelOga in Nigeria. However, this didn’t happen as more than $80,000 ended up in Marek’s personal bank account.
Bank statements showing payment to Hotel Online (Polish entity) for business done with Hotel Oga (Nigerian entity) plus payments totaling more than $80,000 dollars made to Marek’s Personal account.
3. “The third person I spoke to that day, was the “godfather’s” lawyer. Her offer was pretty simple. If I pay 300k USD, my problems with the Nigerian justice system and Interpol will go away. And my image in the media will remain untarnished. That’s how some people secure their investment returns.”
This again is another false narrative. Marek was asked by shareholders to return the funds he took from investors since he had received commercial value from the Polish entity. As part of a settlement agreement, he was to return the money to an escrow account of a notary public of HIS choosing for safe-keeping. The sale would be ratified by the shareholders, which in turn removes the crime against the company. This, in turn, may allow the state to drop the criminal charges against him and his name removed from the Interpol red notice. However, where this is not possible, and the state chooses to pursue the case, then his money will be returned to him by the notary public.
This is pretty standard in dispute resolution and is not blackmail as there is no intent to make illegal money of him. The Polish lawyer had sensed from his response that he would indeed claim blackmail based on an article written in the Polish media. She highlighted this to us in a return email. See exhibit E:
Marek’s email:
Her advice to us is contained below:
Marek’s Legal Woes
The last myth I’d also like to dispel is the point he makes that “he sued the investors and won in federal court’. Marek has an ongoing criminal case against him with suit number FHC L/384C/17 dated 19th October. This is completely different from the civil suit initiated by Marek against the Nigerian Police (not the investors) under suit number FHC/L/CS/1627/2017; wherein the subject matter was the release of his bank account restricted by the Police and the said suit was instituted on the 26th of October 2017. This suit was way before the red notice on the 25th of November and as such does not contend the red notice.
Conclusion
As much as I do not want to go into sensationalist language but instead stick with facts, it’s difficult to not address the paragraph below:
4.“What I couldn’t understand though, is how one can be pursued in the “First World”, based on some shady paperwork from one of the most corrupt countries in the World. Why is it so easy? My knowledge of Interpol back then came from action movies.”
I don’t think I have ever seen a more offensive opinion written about a host country. A country that accepted him, invested in him and gave him opportunities it hardly gave its own citizens. Yet at the first intersection of conflict, he uses the harshest words in his vocabulary to denigrate Nigeria.
Marek has gone global with his assault on Nigeria as an investment destination and as such we have no incentive anymore to hide anything from the public. Investors and entrepreneurs see losing funds as a necessary risk/reward dynamics in the high stakes game of start-up entrepreneurship, but this is outright theft with irrefutable documentation and as such his actions cannot be ignored.
I ask you to dream for a moment and to reverse the nationalities of the actors involved and transport this scenario to Poland, the USA and indeed anywhere else in the world. What would the headlines read?