NightsBridge's Managing Director—Theresa Griessel-Emerick—via an email to Benjamin Dada explained that the HotelOga sale to NightsBridge was never concluded.
Our communication with Theresa came after we made public our conversation with Håvar Bauck, Executive Chairman, HotelOnline—one of the companies in Merger and Acquisition talks with HotelOga as at 2017—signalling that HotelOga was sold to South Africa's NightsBridge (who was looking to enter the Nigerian market, at the time).
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.
NightsBridge which was born out of a "last minute search for a honeymoon booking" is a service that enabled users find and book hotels, B&B and guest house through the respective entity's website. Basically, they can be described as an online hotel aggregator that routes customers to a suitable provider. Since founding in 2005, they had operated in many countries except Nigeria.
In April 2017, Marek sought them out and proposed an "asset sale" that would see NightsBridge acquire HotelOga (Hospitality Technology Solutions [HTS] Ltd.).
An asset sale was set in motion whereby NightsBridge would take over the responsibility for HotelOga employees and attempt to rescue the customer base by supporting the existing platform until clients could be migrated to the Nightsbridge platform.
Recall that as at April 2017, Savannah Sunrise Ltd. had already pulled out of the merger talk with HTS Ltd. So, Marek was on the move to find another buyer, as HTS Ltd. was running "bankrupt", according to both potential buyers—Savannah Sunrise and NightsBridge.
"NightsBridge was approached by Marek Zmyslowski in April 2017 in respect of the bankruptcy of HotelOga (Hospitality Technology Solutions)", Theresa wrote in an official statement sent to us. Likewise, in speaking to Benjamin Dada, Havar referred to HotelOga's collapse shortly after they pulled out of the deal around March. "HotelOga collapsed shortly after", said Havar.
So clearly, HotelOga was in trouble. But it was not always so.
In its heydays, HotelOga would have been an easy sell—a booking management platform that connected hotels with Online Travel Agencies, facilitated payments and provided ongoing technical support and services.
However, a deeper assessment of their stance revealed poor corporate governance and indebtedness. Staff salaries were owed for months likewise Hotel clients, so much so that any buyer, would have needed to invest a significant amount of money to settle debts.
NightsBridge made payments towards overdue salaries for HotelOga employees and hotel client debts during the initial rescue period
Interestingly, Havar also confirmed that they had to pump money into the Polish entity—HotelOnline sp z.o.o to ensure its survival. So could it be just a thing where acquiring companies have to pump money into the acquired entities, or there was poor management on the part of HotelOga's—HTS and HotelOnline sp. z.o.o—management?
While going through the motions, NightsBridge discovered that many of the conditions necessary for the agreement to be fully executed could not be met, especially the fact that the investors were not in support of the asset sale.
As part of due diligence, it became clear that several conditions precedent to the agreement could not be met, most significantly that the investors would not approve the asset sale (contrary to what NightsBridge had been led to believe). The agreement lapsed and a formal notice to that effect was issued on 20 May 2017.
Theresa comment on the stop sale corroborates with Edmund Olotu's post on Facebook that the investors informed the buyers that the sale was not authorised.
...They sought to recover their funds from Marek and even went as far as informing the buyers that the sale was not authorized by the investors....
Edmund Olotu has identified himself as one of the investors of HotelOga, but Marek says he does not know him.
This can be explained since Edmund already mentioned that he was part of a group of angel investors that invested in HotelOga, so might not have been identified personally through the firm's lifespan.
So, why does anyone think the NightsBridge sale happened?
In his response to Marek's viral Medium post, popular Nigerian tech personality Oo Nwoye stated that:
Marek sold the Nigerian entity to a South African company — Nightbridge and “allegedly” took all the money received. In the process shafting: His Investors and Nigerian Hotels and Booking.com that he collected bookings and payments from.
However, as we have seen above, that never happened, as such talks were called off and notice sent on May 20, 2017.
But what did happen was that employees of HotelOga—who were by now disgruntled—were left with a choice on what to do with their lives, whether to leave the company, join NightsBridge or Savanna Sunrise.
We worked out the numbers and came to this estimation.
In summary, the NightsBridge sale was believed to have happened because:
- There was an actual unauthorised attempt to make the sale
- As in an actual sale, majority of the Nigerian employees of the former company—HotelOga—joined NightsBridge as they sought to expand to Nigeria.
Thanks to the expertise of HotelOga's past employees now working at NightsBridge, they now have near a thousand hotels on their platform, that they had to acquire from scratch.
Some of the HotelOga staff resigned and joined NightsBridge, who then entered the market and started from scratch to establish a base there—a challenging task, considering all the misinformation.
We now have 700 hotels on in Nigeria on the NightsBridge system with a successful support and payment system and exciting prospects for additional hotel marketing channels in the pipeline.