Centrotherm Group

Creditors vote on the restructuring plan of centrotherm photovoltaics AG on January 29

editor, 10 January 2013

The insolvency proceedings for restructuring centrotherm photovoltaics AG are entering a decisive phase. The responsible county court in Ulm has laid down the insolvency plan after completing its examination, and it is therefore also now available for viewing for the parties involved in the proceedings. In addition, the court has set January 29, 2013 as the date for discussing and voting on the insolvency plan. Following the approval of the creditors and confirmation from the insolvency court, the insolvency proceedings could be terminated and centrotherm photovoltaics AG could then operate again on a solid financial basis on the market as a restructured company and on a fully independent basis.

On the back of the successful implementation of the planned restructuring of the company, a turnaround could be expected for 2014. centrotherm photovoltaics AG could then prospectively once again reach a value with which the claims of its creditors can very likely be largely or possibly completely satisfied, according to the insolvency plan.

The basis for this is the already far advanced strategic, structural and operating realignment of the centrotherm Group. As part of this, the centrotherm Group will concentrate in future on its core business of production technology for thermal surface processes in the photovoltaics industry with a focus on solar cells. As a second line of business, the semiconductor division should be further boosted and expanded, as this offers long-term revenue potential of € 100-150 million. This area can be built up based on the existing semiconductor business with competitive products, particularly in the field of power semiconductors and the business of the subsidiary FHR Anlagenbau GmbH.

The structure of the centrotherm Group with functions distributed across various companies and sites has already been made substantially more streamlined, cost-effective and efficient as all functions are now pooled at the Blaubeuren site within centrotherm photovoltaics AG. In addition, secondary activities not required for the future competitiveness of the centrotherm Group have been sold or discontinued in order to achieve cost savings.

The insolvency plan now laid down for centrotherm photovoltaics AG – as already published via ad hoc release on October 24, 2012 – provides for the company to continue business while maintaining its stock exchange listing and strengthen its capital structure by converting the claims of the unsecured creditors into shares in the company. This is aimed at striking a balance between the interests of the shareholders and the company with regards to its continued existence and capital market access, and best possibly satisfying the creditors’ claims.

Therefore, the creditors should transfer 70% of their insolvency claims to an independent administration company. This company will collect the claims in centrotherm photovoltaics AG transferred to it and therefore become shareholder of the debtor. The insolvency claims collected expire, which in turn leaves centrotherm photovoltaics AG largely debt-free. In return for the collection of claims, the administration company will acquire shares in the debtor. This takes place as part of a combined capital reduction and capital increase.

The plan is for the administration company to acquire 80% of the shares, with the other 20% remaining with the existing shareholders of the debtor, whose share portfolios will be pooled together at a ratio of five to one, in other words five shares become one. The administration company has an obligation to the insolvency creditors to purchase the shares, retain them and utilize them in the best possible way preferably by 31.12.2015 and satisfy the creditors using the proceeds.

Insolvency plan offers advantages for all involved parties This process allows stock market access to be preserved so that the administration company can, with the agreement of the committee of creditors, sell the shares it holds on the stock exchange or to an individual investor or a group of investors. Depending on the returns achieved, it is possible that insolvency creditors could in this way have their original insolvency claims completely satisfied or even exceeded.

Compared to alternative procedures, this insolvency plan therefore offers a range of advantages. It is not only the fact that the prospect of creditors’ claims being satisfied is greater, the plan also saves on costs and would lead to an earlier payout for creditors.

“In any case, no creditor or shareholder of the debtor is any worse off than would be the case from the liquidation of assets in a standard liquidation procedure. The insolvency plan also enables the continued existence of the company, which in turn preserves the greatest possible number of jobs,” emphasizes Management Board member responsible for the self-administration Tobias Hoefer.

In addition, the insolvency plan contains a range of provisions that are intended to ensure successful implementation as far as possible. This includes the fulfillment of the insolvency plan being monitored by the court-appointed administrator Prof. Dr. Martin Hörmann. The committee of creditors should also continue to exist and in particular monitor the utilization of the shares by the administration company.

click to read more

centrotherm photovoltaics wins important order from China

editor, 19 December 2012

At the beginning of 2013, centrotherm photovoltaics will deliver solar cell production systems for anti-reflective coating and phosphorous diffusion with a capacity of 300 megawatts to CECEP Solar Energy Technology (Zhenjiang) Co., Ltd. The tender for this solar cell line key equipment occurred as part of the first capacity expansion of their cell and module production. CECEP Solar awarded the order for the important core processes to centrotherm photovoltaics, the global market leader for diffusion and PECVD systems which is based at Blaubeuren, Germany.

CECEP Solar Energy Technology (Zhenjiang) Co., Ltd. is a subsidiary of China Energy Conservation and Environmental Protection Group (CECEP), which ranks as one of the largest state industrial groups involved in environmental protection and sustainable energy supplies in China. The company is one of the leading providers in the planning and operation of solar parks, having enlarged its product range in the solar value chain in 2011 with the opening of its 180 MW cell and module production line in the Jiangsu Province in the east of the People's Republic of China. "We aim to be a leading supplier of photovoltaic products in China, and to also offer our quality products globally at competitive prices. With centrotherm photovoltaics as a supplier for solar cell production equipment, we have the key to access such a position," stressed Jiang Likai, General Manager at CECEP Solar.

"This order confirms our expertise, and the quality and economic efficiency of our solutions for solar cell production, although it is not yet a clear sign that the PV production system market has recovered. Only a few solar cell manufacturers are currently investing in expanding their capacities, with most preferring to upgrade existing production lines. We regard this order as a bright spot on the horizon, reflecting photovoltaics' future potential, and we are gratified by the confidence that our customers are investing in us," commented Hans Autenrieth, Management Board member responsible for sales and marketing at centrotherm photovoltaics AG.

click to read more

centrotherm photovoltaics AG moves to the General Standard

editor, 30 November 2012

Shares in centrotherm photovoltaics AG will be traded effective March 1, 2013, in the General Standard segment of the regulated market on the Frankfurt Stock Exchange. Listing in the Prime Standard segment ends February 28, 2013. The Frankfurt Stock Exchange has meanwhile approved the company’s application for this move, and the change of segment has been published on the Internet at www.deutsche-boerse.com.

The move to the General Standard takes place as part of the current restructuring process. “In the present situation we must take advantage of every option to save costs. Switching from the Prime Standard to the General Standard will spare us the expense of both listing and consequential obligations. While at the same time, our shareholders will continue to enjoy the unrestricted opportunity to trade their shares on the Frankfurt Stock Exchange,” explained CFO Dr. Thomas Riegler.

centrotherm photovoltaics AG is currently undergoing a process of self-managed restructuring. If creditors agree to the debt-to-equity swap proposed in the restructuring plan, the number of shares in free float would also be reduced. With this in mind also, the move to the General Standard is an expedient step to take.

click to read more

centrotherm photovoltaics submits reorganization concept to court as planned

editor, 12 October 2012

- Creditors to decide on approval after examination

centrotherm photovoltaics AG today submitted its reorganization and future concept as planned to the District Court of Ulm. The concept is decisive for the future of the Group. After being examined by the court, the insolvency plan will be presented to creditors in the next step, who will then decide on whether to accept it in a separate discussion and voting meeting.

“Our aim is maintain centrotherm as an independent company based on this plan and to guide it towards a successful future. Ultimately this would benefit everyone involved in the process,” says the company’s own administrator Tobias Hoefer.

If the plan, which aims for the highest possible satisfaction of creditors, is then accepted by the creditors and confirmed by the court, the proceedings can be terminated in line with the regulations of the German Act Relating to the Further Simplification of the Reorganization of Companies (ESUG), and the German Insolvency Directive (InsO). centrotherm photovoltaics AG could then operate again on a solid basis on the market as a reorganized company and on a fully independent basis.

The same applies for the subsidiaries centrotherm thermal solutions GmbH & Co. KG and centrotherm SiTec GmbH, which are currently engaged in their own proceedings and for whom insolvency plans have also been submitted to the court on time.

Insolvency creditors of the named companies are able to register their receivables to the court-appointed administrator by November 5 in order that they participate in the continued process and are able to decide on the approval of the insolvency plans. The court has appointed the lawyer Prof. Dr. Martin Hörmann from the anchor Rechtsanwälte legal firm, Ulm, as centrotherm photovoltaics AG’s administrator. The lawyer Alexander Reus, also from anchor Rechtsanwälte, has been appointed administrator for the subsidiaries centrotherm thermal solutions GmbH & Co. KG and centrotherm SiTec GmbH.

click to read more

Planned switch of former CEO to Supervisory Board and further changes to the Management and Supervisory boards

editor, 09 October 2012

The following changes to the Management and Supervisory boards of centrotherm photovoltaics AG are planned following the agreements reached today between the currently officiating Management Board members, and the Supervisory Board members who have held office to date:

Current CEO Robert M. Hartung will step down from his position as a member of the company's Management Board by agreement with the other Management Board members and the Supervisory Board. Robert M, Hartung is to succeed his father, company founder Rolf Hartung, as a Supervisory Board member as part of succession arrangements.

Prof. Dr. Brigitte Zürn, previously the company's Supervisory Board Chairwoman, and Rolf Breyer will continue as Supervisory Board members. Due to the end of the period of office – as a consequence of the elapse of time – of the Supervisory Board members who have officiated to date, the Management Board has applied to the District Court of Ulm for the renewed appointment of Prof. Dr. Brigitte Zürn, Rolf Hartung and Rolf Breyer as Supervisory Board members. Following the effective relinquishing of his post as CEO, Robert M. Hartung is also then to be court-appointed as a Supervisory Board member in line with the proposal of TCH GmbH, which holds more than 25 percent of the voting rights in the company.

Subject to the passing of a corresponding resolution by the Supervisory Board which is to be court-appointed, further changes to the responsibilities and roles within the boards of directors of centrotherm photovoltaics AG are also planned in order to support the ongoing reorganization process. Consequently, it is intended that Peter Augustin and Hans Autenrieth should be newly appointed as Management Board members.

Peter Augustin, most recently a fully authorized representative of centrotherm photovoltaics AG and CEO of centrotherm thermal solutions GmbH & Co. KG and centrotherm cell & module GmbH, is to take over responsibility for the expansion of the core Solar Cell & Module business, and for the further diversification within the Semiconductors & Microelectronics area.

Hans Autenrieth, a company founder and former Management Board member of many years' standing, and who has been available to the company in a consultative function since June 18, 2012, is to reassume responsibility for the sales and marketing areas as part of the ongoing reorganization process.

Jan von Schuckmann, previously Chief Restructuring Officer (CRO), is to be appointed CEO. Tobias Hoefer is to remain the Management Board member responsible for the company's self-administration and for the implementation of the restructuring program. It is also planned that Dr. Peter Fath, who has been Chief Technology Officer (CTO) to date, will step down from the Management Board as part of the reorganization process. He is nevertheless to remain connected with the company in another function with his technology expertise and his excellent network connections to international research institutions, including continuing to support and drive further ahead with activities in the MENA region, particularly in Algeria.

click to read more

Significant progress in reorganization of centrotherm photovoltaics AG:

editor, 01 October 2012

- Court grants application to open reorganization proceedings under the company's own administration

- Lawyer Prof. Martin Hörmann appointed administrator

The reorganization of centrotherm photovoltaics AG has entered a decisive phase: the District Court of Ulm has today granted the company's application to open reorganization proceedings under its own administration. The same also applies for the subsidiaries centrotherm thermal solutions GmbH & Co. KG and centrotherm SiTec GmbH, which have also been in insolvency protection proceedings since July 12. The provisional creditor committee had provided unanimous support to the application. As a consequence, centrotherm photovoltaics AG can restructure itself independently on the basis of the reorganization and future concept coordinated with creditors, and regulated by a court-appointed administrator. The court determined that Prof. Martin Hörmann from the Anchor legal firm, who has already functioned as provisional administrator to date, should be the administrator for centrotherm photovoltaics AG. Lawyer Alexander Reus of the Anchor legal firm, who has also acted as provisional administrator to date, was appointed to be the administrator for the subsidiaries centrotherm thermal solutions GmbH & Co. KG and centrotherm SiTec GmbH.

The company's own administrator Tobias Hoefer welcomed the court's decision. "This sets an important signal for the future of centrotherm photovoltaics AG. Following the successful conclusion of insolvency protection proceedings which this documents, we can now make preparations for the further course of the reorganization process."

The next step in the reorganization process is to submit the reorganization and future concept, which has been developed in coordination with the main creditor groups, to the District Court of Ulm by October 12, 2012. If the plan, which aims for the highest possible satisfaction of creditors, is then accepted by the creditors, and confirmed by the court, the insolvency proceedings can be terminated in line with the regulations of the German Act Relating to the Further Simplification of the Reorganization of Companies (ESUG), and the German Insolvency Directive (InsO). centrotherm photovoltaics AG could then operate again on a solid basis on the market as a reorganized company, and fully independently.

Irrespective of this, the full scope of business continues at centrotherm photovoltaics AG and the aforementioned subsidiaries. New orders have been received during the insolvency protection phase, and customers, suppliers and creditors have supported the reorganization measures. Liquidity has also developed better than planned as a consequence. The Group currently commands a liquidity position of more than EUR 110 million, thereby providing a good financial base for the implementation of the reorganization plan.

click to read more

centrotherm photovoltaics reports further progress with centaurus technology: successes with customer projects and in further development

editor, 24 September 2012

- Implementation concluded at a European customer, ongoing negotiations about expansion

- Improved performance through optimizing the selective emitter process and through fine line printing

- "centaurus FLEX" flexible upgrade concept forms focus of EU PVSEC trade fair profile in Frankfurt

centrotherm photovoltaics' centaurus technology continues to achieve further advances in the current market environment. Following successful project progress at a first customer in China, the supplier of technology and systems from Blaubeuren, Germany, is now also gaining market shares in other Asian countries with centaurus. In particular, technologically highly-developed cell manufacturers are currently showing great interest, as centaurus technology facilitates rapid entry into the production of highly-efficient cells and modules. In contrast to other concepts for rear side passivation, this technology is based on tried and tested processes and materials, and enables simple integration into mass production at a constant cost level compared with the standard process. centaurus solar cells can also be further processed within conventional module construction.

Successful customer projects have allowed centrotherm to prove the centaurus technology's mass production maturity. Ramp-up was also successfully concluded at a European customer. Negotiations concerning further expansion are already underway.

centaurus technology has also been consistently further developed over recent months, with its efficiency having been boosted significantly through improved laser optics. This step has allowed the laser diffusion to be better adapted to realizable metallization production tolerances. In addition, centaurus was successfully equipped with fine line metallization, which has already proved successful in production. Average efficiencies above 19.5% are currently being achieved at customers, with 20% solar cells being attained in production in the best bat.

centrotherm is continuing to consistently pursue its upgrade strategy, offering its customers the opportunity to considerably reduce their production costs. Among other developments, the upgrade products' flexibility has been further boosted to this end. Along with turnkey lines and upgrade packages, implementing centaurus technology under partial integration of existing systems is now possible with the "centaurus FLEX" upgrade concept. This significantly reduces not only investment costs, but also integration time and expense.

At the 27th European Photovoltaic Solar Energy Conference and Exhibition (EU PVSEC), centrotherm photovoltaics' trade fair presence focuses on technology upgrades for highly-efficient solar cells.

centaurus technology combines selective emitter technology with a rear-side passivation through a dielectric layer and a local aluminum back-surface field (Al-LBSF). Compared to industrially produced standard solar cells with full-area Al-BSF, centaurus cells exhibit a significantly lower recombination velocity on the rear side. The internal light reflection is also improved in the long-wave area, and consequently the short-circuit current.

A further plus point relating to solar cells produced with centrotherm technology is that modules with centaurus solar cells have not only passed the potential-induced degradation (PID) tests performed by the Fraunhofer Centre for Silicon Photovoltaics (CSP), but have met the conditions for at least double the test duration. PID is a voltage-related performance degradation in crystalline solar modules, which is induced by so-called leakage currents. PID can generate significant performance losses in modules.

click to read more

Further step in reorganization process: centrotherm sells Michael Glatt Maschinenbau GmbH

editor, 05 September 2012

centrotherm photovoltaics AG has consistently implemented a further step in its ongoing reorganization process. Michael Glatt Maschinenbau GmbH, a wholly-owned subsidiary of centrotherm SiTec GmbH, will be sold to Büechl Handels- und Beteiligungs-KG, a company that has its roots in Regensburg, with effect as of September 5, 2012.

As a consequence, centrotherm has successfully taken a further step to rationalize its strategic portfolio, and to concentrate on its core competencies.

"Along with the successful sale, we also maintained all jobs and the previous management of Michael GLATT Maschinenbau," noted Dr. Thomas Riegler (CFO), who managed the disposal process.

Michael Glatt Maschinenbau GmbH has many years of experience in the production of vessels and apparatus, and in welding technology. The former centrotherm subsidiary will remain connected as a supplier for current and future projects.

click to read more

Next step in reorganization process: centrotherm discontinues operations at Vienna branch

editor, 22 August 2012

As part of its ongoing reorganization process, centrotherm photovoltaics AG is continuing its concentration on its core business. In a further step, the operations and financial backing of the Vienna branch, centrotherm power solutions GmbH, are being discontinued. centrotherm power solutions GmbH specializes in engineering services and large-scale project management. The 38 staff who are affected by this move have already been informed of this dec.

Due to the decision taken by the parent company's Management Board to no longer procure services, and also to no longer render payments, there is no longer any positive forecast for the continued existence of centrotherm power solutions GmbH. For this reason, various options for action are being reviewed relating to the winding-down of the company according to Austrian law.

click to read more