ersol Thin Film: solar (conflict?) at work

Ventizz Capital Funds acquire a minority stake in ersol Thin Film GmbH.
Co-founders of Ventizz Capital Partners are also the ersol Supervisory Board Chairman and Vice Chairman.

ersol paves the way for growth for its Thin Film unit (Deutsch) was the latest revelation in the ersol Thin Film drama announced on Monday, February 4, 2008. The ersol Solar Energy AG (FRA:ES6) press release said:

Ventizz Capital Fund III LP, Delaware and Ventizz Capital Fund IV LP, Jersey (Ventizz) signed a contract on the holding of Ventizz in ersol Thin Film GmbH, Erfurt, which has been approved by the Supervisory Board of ersol today. Ventizz will acquire a minority stake of nearly 50% in ersol Thin Film GmbH by way of a cash capital increase. ersol will retain the managerial responsibility.

Since both Ventizz Capital Fund III LP, Delaware and Ventizz Capital Fund IV LP, Jersey are private equity funds launched and advised by Ventizz Capital Partners Advisory AG, it is unclear if ersol shares were in effect sold from one Ventizz fund to another. Nonetheless, ersol Thin Film GmbH obtained a €48 million increase in equity capital and access to additional Ventizz partner loans. The transaction values the ersol Thin Film subsidiary at about €100 million.

ersol Thin Film will invest the capital in capacity expansion and micromorph tandem module production equipment upgrades.

Who is Ventizz Capital Partners Advisory AG? Although this is the Ventizz Capital Company Profile, per this ersol Interim Report – 1 January to 30 September 2007 (Deutsch), the Ventizz Capital Fund II LP held a 50.45% majority stake in ersol Solar Energy AG. Voting rights disclosures are available on the ersol website. Ventizz Capital Partners was a pre-IPO investor in ersol.

In addition, Ventizz Capital Partners CEO Dr. Helmut Vorndran and Managing Partner Reinhard Löchner are also ersol Supervisory Board Chairman and Vice Chairman respectively. Given the potential conflicts of interest, having this transaction “approved by the Supervisory Board of ersol” doesn’t seem very reassuring.

Besides the Ventizz Capital Partner connection, here are a few obvious questions regarding the motivation behind this transaction:

  • Did the ersol Management Board not want to make further investments in ersol Thin Film?
  • Has ersol been unable to otherwise finance the planned expansions and upgrades of ersol Thin Film?
  • Is ersol positioning the ersol Thin Film subsidiary for a spin out or sale?

There was no disclosure of the Ventizz Capital Partners Advisory AG relationship with ersol Solar Energy AG in the press release. Perhaps this transaction merits further regulatory scrutiny?

Breaking news: ersol Thin Film and SCHOTT Solar forge alliance for the joint development of micromorphous thin-film technology

Interesting indeed.

2 comments

  1. Anonymous says:

    Man, this is the total problem with the Internet. You haven’t a clue what you’re talking about, do you? Ersol is 50.4% owned by Ventizz (they haven’t hidden this from anyone). As shareholders, they have a LEGAL right to appoint people to the supervisory board.

    This only shows how little you know about German corporate structures, not a scandal on behalf of Ventizz/Erso.

  2. Edgar A. Gunther says:

    Stating Ventizz owns 50.45% of the ersol share capital in the press release would have been a good start to the disclosure. The PR goes out of it’s way to avoid quoting Dr. Helmut Vorndran, the CEO/Managing Partner of Ventizz Capital Partners Advisory AG, and also the ersol Chairman of the Board who presumably voted to approve the transaction.

    Moot point since Ventizz is selling the stake to Bosch. Note this press release states: “… explains Dr. Helmut Vorndran, Chairman of the Supervisory Board of ersol AG and Management Board spokesman of Ventizz Capital Advisory AG, which has acted as a consultant to the fund for this transaction.”

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