An $8 million "Good Fortune" for BTU Industries and Wael Al Mazeedi- Good Fortune International Limited

Everybody should hope to have such "Good Fortune"

Good Fortune International Limited (Caymans).... fantastically appropriate name!  $8 million for???  Claims from various parties state that Almazeedi was paid $8 million for ??? "services" under this agreement.

• This document was filed in the IFIC litigation. 
• [Note: It's worth reiterating that the IFIC litigation was dismissed on the basis of forum non conveniens, not on the basis of the FACTS.] 
• This document and the actions surrounding it are also at the heart of the Hayat litigation. 
• During the course of his employment with BTU, Betancourt detected apparent criminal fraud by his employer, and, as a whistleblower, shared documents evidencing same to counsel for a group of investors who were suing BTU.  [from Betancourt's Memorandum of Law in Opposition to Motion to Dismiss Counterclaims/Third Party Complaint]

The lawyers representing the plaintiffs in the IFIC litigation described the agreement as follows:

"...Plaintiffs received an envelope bearing the name of 'Minter Ellison,' a law firm located in the Asian Pacific; the annotation 'Hong Kong' presumably referring to Minter Ellison's Hong Kong office; and a Boston Massachusetts postmark.  The envelope did not contain a cover letter clarifying the origin of the mailing or the intent of the sender.  Instead, it enclosed a copy of an Advisory Services Agreement ("Agreement") memorializing the $8 million kickback paid to Industries and "loaned" to Ventures.

"The Agreement requires no tangible or enforceable action of Industries or Ventures, providing Industries with $8 million in exchange for illusory promises."

link: Second Affidavit of Joshua W. Gardner
link: Good Fortune International Limited - Advisory Services Agreement 

Observation

This is probably an incorrect recollection: A saying or maxim states something to the effect that "...someone's good fortune is someone else's misfortune..."

BTU Ventures website disappeared. BTU Ventures blog appeared about a week ago (first post is dated March 24, 2011)

Something interesting going on here.... BTU Ventures, the company, has started its own blog (although, we don't know if it's affiliated in any way with Mr. Almazedi).  It's a bit difficult to understand the articles but it's definitely worth checking out.

[Note: Also, the authors of this blog and the companion Litigation blog have nothing to do with the BTU Ventures blog.]

http://btuventures.blogspot.com/

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. 

BTU Ventures, QGEN and ELMED: why tell the US Government, the US Federal Courts, and the Tunisian Government different stories?

All we know about QGEN comes from their own press release and 3-page website. Doing a bit more research, we see other "reflections" of QGEN and its "business" from information provided to, and subsequently published/used by, US government agencies, Tunisian government agencies, and US Federal courts.

BTU Ventures, BTU Industries, QGEN: the "numbers" don't add up.

Elsewhere in this blog there are several posts that discuss the claims made by BTU Ventures, BTU Industries, and QGEN regarding how they are "powering global development" or in a "quest to power global development." Ambitious claims.

It goes without saying that significant resources (personnel, MONEY, etc.) are required to achieve such world-class objectives. However, it appears that any of the organizations named above could consist of nothing more than:

• Wael Al-Mazeedi
• 10,000 sq. ft. of office space in Waltham, MA
• A Human Resources "person"
• One or two executive assistants

The management fee generated by the two investments remaining in BTU Power Company could not support anything more.

Hayat (44% owner) is "frozen out" of his investment by Wael Al-Mazeedi and Mitsue Oishi

The following paragraphs provide further detail regarding the corporate and ownership structure of the BTU group of companies. Links to the Hayat Amended Complaint as well as the lawsuit referenced below (Murphy) are included in the section of this blog titled LAWSUITS.

35. 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 Holdings (USA) Inc. ("Industries USA") is a Delaware corporation, which is a subsidiary of BTU Industries Holdings Limited, a Cayman corporation. On information and belief, Al-Mazeedi and Oishi are the shareholders in the parent entity. Moreover, Al-Mazeedi and Oishi are the sole shareholders of BTU Industries, Ltd., the corporation that received the $8 million consulting fee described above. Hayat does not hold shares in any of these entities.

BTU Power Company (chronologically, 2nd of the ONLY 2 assets still existing in their portfolio): Acquisition of stake in Taweelah Asia Power Company - April 25, 2005

BTU Power Company's investment in Taweelah Asia Power Company (TAPCO) is described in the BTU Ventures website in the following way:

"BTU has a 25% equity interest in the consortium and has committed to provide equity funding to the project totaling $75 million."  Furthermore, the consortium is described as owning 40% of TAPCO, while the Abu Dhabi Water and Electricity Authority (ADWEA) own 60% of TAPCO.

Comment: By simple calculation, BTU Power Company owns 25% of the the consortium's 40% stake in TAPCO.  Meaning, it owns a net 10% interest in a 2,000 MW project (equaling, 200 MW).
Link: all this information can be found in btuventures.com
Link: Taweelah Asia Power Company website - About Us - Sponsors

Comment: As the link to the TAPCO website shows, the consortium's ownership of TAPCO is broken down as follows:

• Marubeni: 35%
• BTU Power: 25%
• Powertek BHD: 25%
• JGC: 15%

Meiya: another law firm, Minter Ellison, helps pull-off the sale by BTU

One would unquestioningly have to give a large (by their own account they have 280 partners and 1,000 legal staff), multinational, well-renowned law firm the benefit of the doubt that they know WHO their client is (who's paying their bills) and WHAT they are doing for it (what benefit the client receives in exchange). In other words, we should trust that Minter Ellison got their facts right. However, these facts don't "match" with other facts that are not subject to dispute.

The question then becomes, what are the "facts" regarding BTU's sale of Meiya Power Compay to Standard Chartered Bank?

Posting from another discontented BTU employee at JobVent.com

The 1) person that posted this review anonymously approximately two years ago, or 2) the company that was the subject of this review has recently taken steps to remove all traces of its existence. The links below will now take you to a "snapshot" of the content of the review and not the original hosting website. It's a bit interesting why after two years in the public domain someone decided to remove it.


Link: JobVent.com
Link: JobVent.com posting from Google's cache

Former employee review regarding BTU Ventures: not a happy experience.

This post was one of the first included in this blog. It is, I believe, from a former employee, and it is dated December 3, 2009.

Link: Glassdoor.com