Corporate acquisitions have long been a risky move, as overconfident CEOs sometimes go too far out on a limb. And founder total control of a company that goes public has been another touchy point in the markets. An absolute voting block means those at the top can pursue strategies that other shareholders may question.
The announcement Tuesday that Tesla Motors wanted to purchase SolarCity in an all-stock deal came as a surprise and it happened to touch on both points. Elon Musk is the largest shareholder of both companies and some critics are wondering whether the move is intended more to save SolarCity than create a logical fusion of interests.
The deal effectively changes the definition of Tesla into an energy, rather than auto, company. According to the Tesla announcement of the proposed deal, "We would be the world's only vertically integrated energy company offering end-to-end clean energy products to our customers."
Tesla has moved in that direction since Musk became involved with it. The battery technology, critical to the success of the vehicles, has become another business line. Battery packs allow utilities and home owners to make greater use of renewable energy by storing power when it's generated. And SolarCity focuses on providing solar power systems and financing them as well.
It's not unheard of for a company to switch strategic emphasis. Apple made a big expansion to mobile devices, which now provide the vast bulk of the company's revenue compared to the traditional desktop and laptop computers.
But for Tesla to become primarily an energy company would be like General Motors to shift its emphasis to creating steering wheels for vehicles of all types rather than for management to think of it as a car manufacturer. It's a significant change given that the existing line of business is the one responsible for the bulk of revenue.
And critics see many potential problems, including possible conflicts of interest, in what is occurring. According to a CNBC report, RBC Capital Markets analyst Joseph Spak wrote to clients, "By owning the asset, we believe [Tesla] may be trying the investing partner approach they have taken with shareholders and asking them to stick with them for something they potentially didn't sign-up for."
Richard Martin, senior editor for energy at MIT Technology review, called the plan "bonkers" and that "the idea of combining solar power with automaking is a bit like Ford buying ExxonMobil--if both were losing hundreds of millions a year."
In 2015, Tesla lost $889 million on $4 billion of revenue. Losses in the first quarter of 2016 were another $282 million. SolarCity had a loss before tax of $766 million on roughly $400 million in revenue (net loss was much lower because of income from a minority interest in some other venture) and of another $283 million in the first quarter of 2016.
Musk has recused himself from voting on the issue at either company, but his previous actions raise eyebrows. The Wall Street Journal wrote that he had "borrowed money and shuffled funds among his companies" in the past. Quartz lists "Elon Musk's other entanglements with SolarCity," including using personal credit lines backed by his shares of stock to put money into both SolarCity and Tesla through stock purchases, having another Musk company, SpaceX, buy $255 million in bonds from SolarCity, and having two cousins also be major shareholders of SolarCity.
When asked by Inc for a response to the criticisms, Tesla replied with a link to its announcement for "our most up-to-date information."
There's already some negative impact on investors. According to the Wall Street Journal, people who had shorted SolarCity stock will have to scramble to rebuy shares that have gone up because of the potentially less-than-arm's-length acquisition offer.