BTU and Almazeedi: their apparent mantra - "one set of rules for us, another set of rules for everybody else"

Almazeedi: making statements he is not allowed to make and can not substantiate

We are picking-up a subject briefly mentioned previously: information included in the "new" btupower.com website.

No information obtained in depositions conducted as part of BTU's ongoing lawsuits can be used publicly.  Customary confidentiality agreements stipulate that such information will be used only in the litigation. Otherwise, we would be at full liberty to place the contents of Almazeedi's forthcoming depositions on this blog.

Almazeedi chose to ignore those agreements when he published the following statement in the btupower.com website that replaced the disappeared btuventures.com:

ORIGINAL btupower.com:  "Recently one such defendant admitted, under oath, that he had initiated and maintained a blog that posted negative and inaccurate content about the BTU Companies and that he had not told the truth in a previously filed affidavit with the courts.  Another such defendant admitted that he had contributed comments to this defamatory blog."

He, perhaps with the assistance of his lawyers, has finessed the language of the site to essentially say the same things in a different way:

MODIFIED btupower.com:  "Following the initiation of the lawsuits, one of these defendants initiated and maintained a blog that posted negative and inaccurate content about the BTU Companies, and re-filed his affidavit with the court to correct inaccurate statements. Another defendant has also contributed comments to the defamatory blog."

Only someone with access to those depositions, Almazeedi and his attorneys WilmerHale, Foley Hoag, Leonard Learner, etc. could make the assertions included in both the ORIGINAL as well as the MODIFIED STATEMENT.

What can we conclude about Almazeedi's actions?

He could easily have posted the "admissions" he mentions in his website:

1. IF THEY EXIST (i.e. if the "admissions" were ever made)
2. IF HE HAS A RIGHT TO PUBLISH

In our opinion this is the easiest thing in the world to do to prove your point.

Other misinformation

Almazeedi mentions that "We have and will continue to take appropriate action against these individuals."  He is referring to the lawsuits initiated against former employes and contractors during the past two years. Those lawsuits did not, and do not, have ANYTHING to do with this blog. 

Conveniently forgetting

Almazeedi purposely obfuscates facts in the following statement "Despite a calculated campaign of U.S. litigation and disinformation by these various defendants.."  It is indeed quite convenient for him to create the illusion of some "grand conspiracy" - for all intents and purposes it gives him license to do and say things that one normally couldn't.

FACTS
The lawsuits filed by Hayat, the 44% owner of BTU Holdings Company and the two former investors in BTU Power Company II had their basis in actions that took place long before Betancourt, Murphy, and McBrearty entered into the BTU picture.

CIRCULAR LOGIC
Perhaps Almazeedi and BTU are forgetting that THEY initiated the litigation against those former employees and contractors.  How can Betancourt, Murphy, and McBrearty have been a part of a "calculated campaign" to get themselves sued by Almazeedi and BTU?

BTU Holdings Company and its Subsidiaries - Consolidated Financial Statements - 31 December 2004

More information from the Hayat litigation docket.  Almazeedi provided the financial statements for 2004 to Abdulmohsen Hayat sometime in 2006.  Hayat, in his various affidavits, claims not to have received any more current or relevant information regarding BTU Holdings Company.  One can only assume that the liquidator will have a clearer picture at the upcoming first creditors meeting. 

Principal BTU HOLDINGS COMPANY subsidiaries
BTU Power Management Company (Caymans)  100% owned - Management Company
BTU Ventures, Inc. (Delaware) 100% owned - Management Company

 

BTU HOLDINGS COMPANY
(In Official Liquidation)
(“The Company”)
The Companies Law
Notice of Creditors’ Meeting (O.8, R.2)
Grand Court Cause No. 35 of 2011
Registration No. 125586

NOTICE IS HEREBY GIVEN THAT the first meeting of the creditors of the above Company will be held by telephone conference from the offices of KPMG, 2nd Floor, Century Yard, Cricket Square, Grand Cayman, Cayman Islands at 10:00am Cayman time on 13th April 2011, on international access number 1(281) 319-9872 or US access number 1(866) 212-4398, participant passcode: 5302584637#

link: BTU Holdings Company and it Subsidiaries - Consolidated Financial Statements 31 December 2004
link: Kenny Leung (BTU Ventures controller) Email to "BTU" and Draft Letter to Evolvence

BTU HOLDINGS COMPANY, the "parent" company of BTU Ventures Inc., BTU Power Management, BTU Power Company, etc. is IN OFFICIAL LIQUIDATION (see post immediately below for a corporate structure diagram of the BTU Group)

link: Cayman Islands Gazette - Extraordinary Gazette Issue 26 - Commercial Liquidation Notices - Tuesday, 29 March 2011 [see page 3]

BTU HOLDINGS COMPANY 

(In Official Liquidation) 

(“The Company”) 

The Companies Law 

Notice of Creditors’ Meeting (O.8, R.2) 

Grand Court Cause No. 35 of 2011 

Registration No. 125586 

NOTICE IS HEREBY GIVEN THAT the first meeting of the creditors of the above Company will be held by telephone conference from the offices of KPMG, 2nd Floor, Century Yard, Cricket Square, Grand Cayman, Cayman Islands at 10:00am Cayman time on 13th April 2011, on international access number 1(281) 319-9872 or US access number 1(866) 212-4398, participant passcode: 5302584637#.

In order to be eligible to attend this meeting each creditor is required to have submitted a Proof of Debt and have sent written notice of his/her intention to attend to the Joint Official Liquidators, contact Lea Kuflik on lkuflik@kpmg.ky by close of business on 11th April 2011. Should any creditor wish to submit a claim against the Company, please email Lea Kuflik on the above email address to receive a Proof of Debt Form in accordance with the Companies Winding Up Rules 2010.

Dated this 28th day of March 2011.

S WHICKER 

Joint Official Liquidator 

The address of the Official Liquidators is: PO Box 493, Grand Cayman KY1-1106 Cayman Islands
Contact for enquiries:
Ms Lea Kuflik
Telephone: 345-815-2601
Facsimile: 345-949-7164
Email: lkuflik@kpmg.ky

Address for service:
P.O. Box 493, Grand Cayman KY1-1106 Cayman Islands
Telephone: 345-949-4800
Facsimile: 345-949-7164

link: Gazette Office - Cayman Islands Government

link: BTU HOLDINGS COMPANY - Certificate of Incorporation
link: BTU HOLDINGS COMPANY - Register of Members
link: BTU HOLDINGS COMPANY - Register of Directors and Officers

from the Hayat litigation Appeals Court decision

FN1. According to Hayat's affidavit '[t]he BTU group companies are a fully integrated whole with each serving BTU Holdings.' Subsidiaries include BTU Power Company (BTU Power), a Cayman Islands corporation controlled by BTU Power Management (Power Management), a Cayman Islands corporation with its principal offices in the United Arab Emirates. Al-Mazeedi is the sole director of Power Management. BTU Ventures provides services to BTU Power on a contract basis on behalf of BTU Holdings and is incorporated under the laws of Delaware with its principal place of business in Massachusetts.

Detailed BTU Group structure. Also, Wael Al-Mazeedi's and Mitsue Oishi's multitude of companies that seemingly do the same thing: The "specious" Track Record

The "Original BTU"

The following is a detailed "BTU" structure chart based on information available in the public domain.  It has been distilled from court filings, BTU Power Company Offering Memorandum, post in this blog (which are based on public domain information), and multiple websites.

Hopefully it will help navigate the multitude of disparate operating and shell companies that are part of Almazeedi's "business empire." 

The "BTU" in the following structure chart is the "original" one.  That is, it is the one where Hayat is 44% owner.  As Hayat himself explains in his Verified Amended Complaint:

"...Hayat has learned that certain entities — also named BTU and related to the energy industry — were formed by Defendants without Hayat's knowledge. In violation of the Defendants' duties of loyalty to Hayat and Holdings, such entities are not owned or controlled by the parent company, Holdings, and are not managed by entities in which Holdings has any ownership stake."

*** CLICK CHART to Expand to FULL Size ***

More on the "Other BTU"

At some point Al-Mazeedi began to form other entities under the BTU name that have no connection to the "Original BTU" (other than the fact that, on paper, Almazeedi owns shares in the separate entities).  He refers to that hodgepodge of BTU entities as "affiliates" in most of his public pronouncements.  On that basis, if someone owns shares in General Electric and Walmart, they could claim that those two completely separate companies are "affiliates" as well.

As Hayat further explains in his Verified Amended Complaint, "After freezing out Hayat, Al-Mazeedi and Oishi began to form their own parallel set of companies that had no subsidiary relationship to Holdings, to carry out the business of the BTU Group."

• BTU Industries, Ltd. (Caymans) 
• BTU Industries Holdings Limited (Cayman) 
• BTU Industries Holdings (USA) Inc. (Delaware)

"Hayat does not hold shares in any of these entities."

The "Other Almazeedi and Oishi Companies"

Although they are self-proclaimed "major industry players" not much information is available regarding the newest set of companies formed by Al-Mazeedi and Oishi, and headed principally by Al-Mazeedi.  The only descriptive information available on the web consists almost exclusively of press releases that undoubtedly originate with Al-Mazeedi.

• QGEN Ltd. (Caymans)
• QGEN (USA), Inc. (Delaware)
• The only external "news" link in QGEN's website references the QGEN website exclusively to support its statements.  Seemingly NO independent research or reporting was done in the linked article.
• FATE Consortium 
• No idea if this is a real corporate entity.  At least in Massachusetts it isn't - it's not registered with the Massachusetts Secretary of the Commonwealth.

The "Track Record" and a Conclusion

This topic has already been discussed at length elsewhere in the blog, particularly in the section titled "What is QGEN."  Al-Mazeedi makes numerous claims regarding the "Track Record" of QGEN (recently) and BTU Industries (previously).  It's pretty clear by now that the only entity that owns ownership interest in power plants of any kind, hybrid or conventional, is BTU Power Company.  However, you can not draw a direct CONNECTION whatsoever between BTU Power Company and any of the other Almazeedi and Oishi companies.

Information Sources

Material Extracts from BPU Power Company Offering Memorandum

BTU structure chart sources list (references from court filings)

CPC website

TAPCO website
BTU Group website

Want to be an employee that makes a difference at QGEN (and BTU Ventures before it "disappeared.")? Read On...

People make a difference at BTU Ventures, BTU Power, and QGEN!  Actually, no.

WHAT THEY SAY

Within the last few weeks Almazeedi had his BTU Ventures website "deleted" and his QGEN website "updated".  Many statements and "concepts" were transfered over from the deleted site to the updated site.

  

QGEN includes the quote immediately below in its website.  BTU Ventures, before its disappearance from the web, also included the exact same statement.  It could be considered somewhat of a "mission statement" and ostensibly represents the ETHOS of the companies headed by Wael Al-Mazedi.

"All of our people are active participants in shaping the future direction of our company."

The statement seemingly indicates that people, such as partners (Hayat), directors (Hayat), advisors, consultants, employees, etc. are EMPOWERED.

WHAT THEY  DO

Re: Hayat: 44% Owner , Director as well as "Employees in General"

Hayat Original Complaint, paragraph 30

"After the initial investments into BTU Group, Al-Mazeedi began operating BTU Group so as to limit Hayat's and other employee involvement, regularly replacing officers and junior and senior staff, forcing the resignations of others who disagree with him, and outright rejecting qualified individuals suggested by Hayat. 

Re: A Key Advisor and Consultant for BTU Group
Defense and Counterclaim, paragraph 36

"As Mr. Mazeedi's behaviour became more selfish, erratic and of dubious propriety many of those who worked for or with the BTU Group felt it necessary to leave in their own interests.  Dr. Rathnam's departure falls into this category."  

Re: A Former BTU Financial Controller
Kenny Leung Email to BTU and Draft Letter to Evolvence, 3rd page, 4th paragraph

"As I had noted at the beginning of this letter, I ceased to be BTU's Financial Controller as of 18 September 2007.  My employment was abruptly terminated on that date after I sent an email and memorandum within BTU documenting ethical concerns I had about actions and positions taken and/or not taken by BTU which clearly harmed the interests of its various stakeholders." 

Re: A Former BTU Ventures Anonymous Employee
glassdoor.com: BTU Ventures Reviews

Ownership is intently disingenuous having little regard for employees - exceptionally talented at the "bait and hook" - making exceptional sales pitch when recruiting candidates in to the organization and offering exceptional compensation - then on a whims notice discarding employee - at times with malice. 

WHAT THE MASSACHUSETTS COURTS HAVE TAKEN AS UNCONTROVERTED FACTS

Commonwealth of Massachusetts Appeals Court & Middlesex Superior Court

from: Memorandum and Order on Defendants Motion to Dismiss Verified Amended Complaint

"Hayat was to have a seat on BTU Holdings' board of directors and participate in all major management decisions of the BTU Group..."

"From that time, forward, the defendants have largely refused Hayat's requests for information concerning the operations of the BTU Group."

"In conjunction with their freeze-out of Hayat from BTU Holdings..."

"In December 2007, Al-Mazeedi had Hayat served with notice of a meeting of BTU Holdings' Board of Directors, in Waltham, for the stated purpose of removing Hayat from the Board. He refused Hayat's request for a three-day postponement so that he could travel from Kuwait to Waltham for the meeting. The meeting was held on December 7, as noticed, and the directors in attendance - Al-Mazeedi and Oishi - voted the absent Hayat off the Board."

from: Abdulmohsen Hayat vs. Wael Al-Mazeedi & Others. Memorandum and Order Pursuant to Rule 1:28

"No subsidiary in the BTU Group has an independent board and only Al-Mazeedi and Oishi make policy and substantive decisions."

Given that last statement included in the Appeals Court ruling there is nothing else that can be added. 

The first of Al-Mazeedi's litigation salvos: the lawsuit filed against Mr. Hayat in the Caymans (original: September 27, 2007)

Among the many documents submitted in support of various motions in Massachusetts and Cayman Islands courts there are exhibits that contain correspondence, corporate documentation, summary financials, etc.  When viewed in the wider context of ALL litigation involving Mr. Al-Mazeedi these exhibits not only inform but also elucidate.  The following email from Mr. Al-Mazeedi to Mr. Hayat (in which he offers essentially NOTHING - beyond the fee that he was already receiving for having brought in the $290 million - for his 44% ownership of BTU Holdings Company) underscores a particular modus operandi of Mr. Al-Mazeedi (and Ms. Oishi).

Note: links to the principal filings in the Caymans litigation are found at the bottom of this post.

2006

Al-Mazeedi describes how much the personal and family relationship he's developed with Hayat means to him.

"However, due to the personal and family relationship we both have and which I, in particular, value..."

 link: Wael Al-Mazeedi "offer" to Mohsen Hayat for his 44% interest in BTU Holdings Company

2007

Al-Mazeedi sues Hayat in the Caymans

Tactical and abusive nature of the Writ  [from Hayat's Defence and Counterclaims] 

2. Mr. Hayat's contacts and business expertise were crucial to the successful formation and funding of the BTU Group. But for Mr. Hayat's considerable endeavours there would have be no prospect of the BTU Group developing past its start-up phase. The subsequent growth in value of the BTU Group was as a direct result of Mr. Hayat's services, particularly in respect of the negotiations which led to the provision of funding under the Evolvence Agreement.

3. The BTU Group was from the beginning intended to operate as a quasi-partnership, drawing and developing upon the respective skills and contacts of the main shareholders. Unfortunately having benefited from Mr. Hayat's work, the other beneficial owners, namely Mr. Mazeedi and his wife, Ms. Mitsue Oishi (together "the Mazeedis"), increasingly sought to exclude Mr. Hayat from the participating in the management of the BTU group and have sought inter alia to improperly divert maturing business opportunities to other companies which are not part of the BTU group, (although these are improperly trading in the style "BTU").

4. This Writ forms part of the break-down of the relationship between Mr. Mazeedi and Mr. Hayat. Worse still it forms part of transparent attempt to obtain a perceived tactical advantage in the wider dispute between the parties, based upon allegations which the Mazeedis know to be without merit or foundation.

5. No notice of this Writ was provided to Mr. Hayat by BTU, despite the fact that certain allegations made related to conduct which took place more the 4 years previously, and of which no complaint was made in the intervening period.

link: Amended Writ of Summons
link: Defence and Counterclaim
link: Reply to Defence and Counterclaim

Wael Al-Mazeedi, Mitsue Oishi, and BTU Holdings Company lose another round against Abdulmohsen Hayat - complete Memorandum and Order issued on January 10, 2011 re: their Motion to Dismiss Hayat's Amended Complaint.

The following is the COMPLETE memorandum and order issued (January 10, 2011) by the trial judge in the Hayat vs. Al-Mazeedi, Oishi, and BTU Holdings Company lawsuit.  It's very informative reading for anybody wanting to get a better handle on the genesis of BTU's litigious "track record."

ABDULMOHSEN HAYAT, on his behalf and on behalf of all other shareholders of BTU HOLDINGS COMPANY and individually

vs.

WAEL AL-MAZEEDI, MITSUE OISHI, and BTU HOLDINGS COMPANY

1. Breach of Fiduciary Duty (Hayat v. Al-Mazeedi and Oishi)
2. Breach of Contract (Hayat v. Al-Mazeedi, Oishi, and Holdings)
3. Diversion of Corporate Opportunity (Hayat on behalf of Holdings v. Al-Mazeedi and Oishi)
4. Claim for Declaratory Judgment under M.G.L. c. 231A § 1 (Hayat v. Al-Mazeedi, Oishi, and Holdings)

link: Hayat Verified Amended Complaint

BTU Holdings Company, Wael Al-Mazeedi, and Mitsue OIshi filed a Motion to Dismiss Hayat's Verified Amended Complaint. The trial court judge DENIED their Motion to Dismiss on January 10, 2011 (except for Count 2, as to Al-Mazeedi and Oishi but NOT Holdings).

link: Memorandum and Order on Defendants' Motion to Dismiss Verified Amended Complaint

The "background" of the lawsuit as included in the Hayat Verified Amended Complaint as well as the relevant extracts regarding the specific detail of each of the counts above follows:

(READ 1st) Janary 11, 2011 Middlesex Superior Court decision re: BTU's motion to dismiss Hayat's amended complaint

Almazeedi's and Oishi's "frozen-out" partner (Hayat) makes a breakthrough in Middlesex Superior Court (Massachusetts) on January 11, 2011.

BTU (represented principally, of course, by WilmerHale) lost again. They filed a motion to dismiss Hayat's Amended Complaint. The trial court judge denied their Motion to Dismiss on 1/11/11 (except for Count II, as to Al-Mazeedi and Oishi but NOT Holdings). Bottom line, Hayat (44% owner) will finally "get his day in court" and have the chance to find out EVERYTHING that's been going on inside BTU since it was formed in 2002.

(READ 2nd) Wael Al-Mazeedi, Mitsue Oishi, BTU Holdings Company: The claims related to the freeze-out of Abdulmohsen Hayat

The following excerpts are from the Amended Complaint filed by Abdulmohsen Hayat on April 15, 2010.  As discussed above, the trial court judge issued a decision on January 11, 2011.


"Background" as included in the Hayat Amended Complaint

This is an action arising from a freeze-out in a closely-held corporation, also known as a "quasi-partnership." The Plaintiff, Abdul Mohsen Hayat ("Hayat") owns 44 percent of the stock of BTU Holdings Company ("Holdings"). The husband-and-wife Defendants own the remaining 56 percent of the stock of Holdings. For the past several years, the Defendants have denied Hayat access to corporate books and reports, failed to pay an agreed-upon monthly sum, failed to distribute dividends, and usurped corporate opportunities for themselves. The Defendants have also deprived Hayat of all rights and privileges arising from Hayat's ownership stake, all in violation of their fiduciary duties to Hayat and to Holdings.

Hayat's claims are included immediately below:

The "BTU" story, as narrated by the principals (owners), in the Affidavits section.

One question to ask after reading these affidavits, why does a $1 billion venture capital fund (see postings below and comments elsewhere in this blog) need "loans" from one of its founding members, funded from a "consulting" agreement [see 1st Al-Mazeedi Affidavit, Paragraphs 27(a), 28, and 31(c-d)] and channeled through an offshore bank account in Monaco [see 3rd Al-Mazeedi Affidavit, Paragraph 13], to meet payroll or keep other BTU-affiliated companies (some of them US-based ) from "liquidation?"