In light of the recent conversation about Marek Zmysłowski's involvement with the Nigerian business landscape (majorly the tech ecosystem), Benjamin Dada sought out a co-founder of Savanna Sunrise Ltd. (Havar Bauck) who HotelOga entered merger talks with in January 2017. This article is one of the many we hope to publish about our findings on this developing story.
Savanna Sunrise Ltd.—a leading online marketing partner for hotels in Eastern and Central Africa—was founded in 2014 by Håvar Bauck and Endre Opdal.
It is worthy of note that there was no assignment of CEO role in Savannah Sunrise Ltd. as both co-founders went by the title of Directors.
HotelOga and Savanna Sunrise Ltd. were very aware of each other, as they were competitors, albeit operating on opposite sides of Africa (West and East Africa, respectively).
We started as a solution without a technology. When a team of polish entrepreneurs in Nigeria tried copying our business model while adding a technology, backed by investor money, they didn’t get the whole formula right. They found themselves having a great technology, while loosing money with every booking they got.
Marek Zmysłowski also referred to them [Savanna Sunrise] as their [HotelOga's] "biggest competitor in East Africa".
In January 2017, when HotelOga was facing business challenges, Mr Zmyslowski contacted Savanna Sunrise proposing a merger. The parties initiated merger talks and once a letter of intent was signed, Marek reportedly drove for the issuance of a press release.
They approached us proposing a merger, then rushed out a press release the moment we had signed a letter of intent.
In a due diligence conducted by Savanna Sunrise, they realised that the envisaged merger was not viable. So, they "pulled out" of the deal. And HotelOga collapsed shortly after.
Plot-twist: HotelOga was just a trading name made up of two separate entities
Part of Savanna's due diligence revealed that HotelOga was actually made up of two separate entities—Nigerian and Polish, in what Havar described as a "strange structure".
The Nigerian entity—Hospitality Technology Solutions (HTS) Ltd. was registered on November 05, 2015. While the Polish entity—Hotel Online sp. z.o.o was registered on November 11, 2015.
It was then discovered that the technology and intellectual property with which HotelOga operated under belonged to the Polish entity, in which Marek was a shareholder and co-founder alongside four other co-founders. While the investments, branding and Hotel clients were assigned to HTS Ltd.—the Nigerian entity of HotelOga.
At this point, may I chip in that this was one of the major bone of contentions the Nigerian investors had with the investment deal they had with HotelOga. The fact that while the investors had thought that they were investing in both the commercial (HTS) and technological assets (HotelOnline) of HotelOga, only to later find out that both companies were not consolidated. More on this story to come later. Back to the Savannah conversation.
Zmyslowski then stated in a mail dated April 5th, 2017, that he would take Hospitality Technology Solutions Ltd. with him into a different arrangement with a third party, which we later learnt was NightsBridge—an online distributor for guest houses, boutique hotels and lodges. This is also currently being investigated by Benjamin Dada because aggrieved Nigerians are saying they didn't get a share of the sale from the NightsBridge deal which Marek reportedly did.
Related story: "No sale was ever concluded between NightsBridge and HotelOga", confirms Managing Director, NightsBridge and previously echoed by Marek to Benjamin Dada
Shortly after April 5th, Zmyslowski transferred his shares in that company to his Polish co-founders, and resigned from all his roles. Marek confirmed to me saying, "Yes, I gave my shares to my polish cofounders", this must have been part of a mutual agreement for them to split both entities of HotelOga, in which he already took the Nigerian entity.
Savanna Sunrise later entered into a "significantly smaller transaction" with the Polish technology company, injecting fresh capital to ensure its survival. This comes contrary to a social media conversation from Nigerian investor, Mr Olotu indicating that the Polish entity sucked life out of HotelOga. Again, more on this to come.
At that time (end of April 2017), Zmyslowski owned no shares, and had no active or passive roles in either company (Savannah nor HotelOnline).
"Savanna Sunrise Ltd. currently trades as HotelOnline. Marek Zmyslowski has not, and has never had any role in the company after the transaction. HotelOnline is not associated with Zmyslowski or the now defunct Hospitality Technology Solutions Ltd. (t/a "HotelOga") in any way", says HotelOnline in a statement. Marek also confirmed to Benjamin Dada that he "had no role in HotelOnline after merger".
Update, 7:20 PM: Incomplete statement about Mr Olotu's conversation fixed and other tense changes effected.
7:34PM: Added a link to the NightsBridge connection.
February 19, 4:00 AM: The NightsBridge sale didn't happen, according to the MD of NightsBridge. So, I inserted a "Related article..." link in this story
February 21, 5:12 PM: This post has been updated to reflect the date of registration of the Polish entity as seen on the National Court Register.