Two years after their dismissal from Solendro decided by their shareholders, the founders Matthieu Géhin and Jules Delmas were reinvested by the courts. They tell their troubles to the JDN.
JDN. We find you in this month of September 2022 at the head of Solendro, the e-commerce company you founded and from which you were dismissed in 2020 due to a dispute with your shareholders, the Breega funds and Internet Attitude . Can you explain this twist to us?
Matthieu Gehin. In 2020, Solendro’s turnover increases by 30%. The company is in equilibrium. At the end of the year, the turnover was 7 million euros in a health context very favorable to e-commerce. After eight years of growth, all shareholders agreed to sell the company. We therefore commissioned a merchant bank. And a few months later, we are therefore victims of a coup by the two Investment Funds that we had brought into our capital years before: Breega and Internet Attitude.
What happened ?
Jules Delmas. The two funds had majority capital and the consideration for us, written into the partners’ pact, was operational control because we had the majority on the board of directors. On a Monday morning, in July 2020, they called a general meeting on our premises and during the meeting, they claimed a meeting incident and voted for our dismissal as directors, in total violation of the provisions of the articles of association and the pact. Thanks to their majority in the capital, they were nevertheless able to vote for this resolution and ratify our dismissal from the registry. They then activated a forced redemption clause to grab our shares at the price of one euro per share when it was valued at 109 euros. We had 42% of the capital, so for about 40,000 euros, they recovered 42% of a company valued between 6 and 9 million euros
Following a long legal procedure, you are now back at the head of your company.
J.D. The Court of Appeal found the fraud in a judgment rendered on March 31, 2022, therefore all the decisions that led to our dismissal and the forced redemption of our shares have been annulled. As if nothing had happened, we once again became the shareholders and managers of Solendro.
MG We have returned to the status quo ante, in the configuration of July 2020, with the same shareholders and managers.
In what state did you find Solendro?
MG In a very complicated financial situation. Five days after the ruling by the Paris Court of Appeal, three checks from the company for a total amount of €240,000 were cashed. Three days later, a statement from cease of payment, later overturned, was filed on behalf of Solendro by Breega’s attorney. We succeeded in bailing out the company by destocking and cutting costs since we also discovered collaborations with suspicious service providers. The company had always been growing since its inception and in 2021, the only financial year where we are not there, the company’s turnover fell by 40%, with losses such as an alert procedure was opened by the auditor of the company. This is what we found on March 31.
J.D. We have therefore filed a criminal complaint for “organized fraud, concealment, forgery and use of forgery, and misuse of corporate assets“. We are awaiting the outcome of this procedure.
How many people are currently employed by Solendro?
J.D. Today, there are four permanent employees, including us. There were around ten of us when we were still in office in 2020. All the employees we had recruited resigned after our dismissal and the coup by Breega and Internet Attitude.
MG Their policy has been to use many service providers, including Breega subscribers. They were not in a logic of job creation.
“Our adversaries remain our shareholders”
Investment funds are therefore always shareholders of Solendro. How does this cohabitation unfold?
J.D. Our adversaries remain our shareholders. To be very honest, we haven’t heard from them.
MG They no longer come to general meetings. However, we cannot make them leave: we respect the agreements. You just have to make sure they don’t harm.
J.D. Our priority is to save the company. Cash is low. We do it step by step, with the means at hand. Our logic is to ensure the sustainability of the company.
You wrote to the BPI, subscriber of the Breega investment fund, and you asked the AMF. Did you get a response from them?
J.D. We have no news of the BPI. As for the AMF, we made a referral to it but it is very recent, so we are still waiting for feedback.
MG We think it is extremely important to make subscribers aware of the ethics with which their money is managed, especially when it comes to public money. We also want to warn other entrepreneurs so that such a misfortune does not happen again.