Solaris Co-Founder Opposes Japanese Conglomerate SBI Acquisition With Legal Action

Bittner and other Solaris shareholders have filed a lawsuit in a Berlin court. The dispute is over a $150 million funding round earlier this year, which Solaris needed due to financial trouble.

SBI Holdings, already a shareholder, invested around $100 million in the round and became the majority owner with over 70% of the company.

According to Bittner, the deal caused the value of shares held by existing shareholders to drop sharply—from €7,000 per share to just 10 cents. Solaris’s overall valuation also fell, from €1.6 billion to only €25,000.

To get shareholder approval, the deal offered extra compensation if Solaris was later sold or went public. At least 85% of shareholders had to agree for the deal to happen.

Bittner, who was on Solaris’s board from 2015 to 2020, is asking the court to cancel several decisions made at the company’s annual meeting in February related to the funding deal.

"Corporate law prohibits inappropriate special advantages for individual shareholders that are to the detriment of others," said Bittner's lawyer.

Andreas Bittner, who co-founded Solaris with Marko Wenthin, says one of his main concerns is that no independent party confirmed the very low value used in the recent funding round. He believes Solaris should have been valued at around €600 million—not just €25,000.

Other investors in the funding round included the Stuttgart Stock Exchange.

Solaris, based in Berlin, was once seen as a rising star in European fintech. But in recent years, it has faced financial and regulatory problems.

In 2022, Solaris won a 10-year deal to provide credit cards for ADAC, Germany’s car club with 21 million members. The deal was expected to boost Solaris’s yearly revenue by over €100 million. To support this, Solaris looked for €100 million in funding—mostly to meet capital rules needed for managing ADAC’s €500 million credit card loan portfolio.

However, the company has since faced challenges. German regulators criticized Solaris for organizational problems. In 2023, Solaris wrote off €123 million from its purchase of a company called Contis and laid off many of its 700 employees.

SBI Holdings, which led the latest funding round, is one of Japan’s biggest venture capital firms. It used to be part of SoftBank but became independent in 2006.

Solaris said: "We emphatically reject the allegations made. The resolutions of the Annual General Meeting were passed in accordance with the rules and with the required majority of shareholders.

"Solaris has always provided shareholders with comprehensive and transparent information about the economic situation and the options available. The measures taken as part of the recapitalization were necessary and were closely coordinated with all parties involved."

About Solaris

Solaris is a company that offers banking-as-a-service. This means it helps other businesses provide financial services, like digital banking or payment tools, through its platform. Solaris is a leading provider of embedded finance in Europe, making it easier for companies big and small to offer personalized banking services to their customers.