Navi Group shareholder dispute comes before High Court

A dispute involving the shareholders and directors of the pharmacy solutions business Navi Group has come before the High Court.

The group operates in wholesale, retail, trading and technology for pharmacies in Ireland.

The group has grown over the years and had a turnover of €33.65 million in 2022. It has over 500 customers.

Simon Healy, who is a 25 per cent shareholder and director of Navicorp Limited, which trades as Navi Group, has sued the company, its directors and the firm’s other shareholder over what he claims is an attempt “to exclude me from the company”.

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His action is against the owner of the other 75 per cent of the shares: Fontill Pharmaceuticals Limited, and that entity’s beneficial owner: Co Kildare-based businessman John Carroll, who is also a director and chief executive of Navicorp.

The action is also against Navicorp’s other directors: Orla Mitchell and Paul Byrne, both with addresses in Dublin 4, as well as Navicorp Limited itself.

Mr Healy claims he has held various roles within the group and was the group’s Executive Chairman until his purported dismissal in early September.

He claims the removal from his position and the termination of his employment were carried out for the benefit of Mr Carroll. He says these were done in breach of his contract of employment and amount to his wrongful dismissal.

He further claims these amount to acts of oppression the defendants have no right to take against him as a minority shareholder.

He has also expressed concern over how the company’s affairs are being handled.

Mr Healy’s claims are denied.

The company claims the applicant has not been prejudiced as alleged and that his application is inappropriate and meritless.

It is also claimed by the company that Mr Healy is a “bad leaver”, which he denies.

Represented by Caren Geoghegan SC, Mr Healy, from Carrigaline, Co Cork, applied to the High Court for a temporary injunction preventing the defendants from taking any steps to transfer his shares in Navicorp.

It is claimed that Mr Carroll and Fontill are prepared to acquire Mr Healy’s shares.

It was alleged that at a meeting due to take place this Wednesday steps would be taken by the defendants to sell Mr Healy’s shareholding at an undervalue, which he claims was valued at €15 million in 2022 when the company was the subject of a proposed takeover by the Uniphar Group.

That deal was ultimately blocked by the Irish Competition and Consumer Protection Commission on competition grounds.

The matter came before Mr Justice Mark Sanfey on Tuesday.

The court was told that following extensive talks between the parties, an accommodation had been reached in respect of Mr Healy’s injunction application.

Ms Geoghegan told the court that the parties had agreed various measures including that the proposed meeting would not take place this week, that a valuation process in relation to the shares will occur, and the injunction application can be adjourned to a date in December.

The judge commended the parties for their efforts in finding a resolution to the injunction application. He agreed to adjourn the case to December 19th.