Why has the chief of Criterion Capital Partners bought Poolworks, as the firm is known these days? Good question. And the whole story of why it’s taken this long to confirm the identity of the new owner is just plain weird.

Let’s take a deep breath…

Back in June, VZ Networks – the ailing proprietor of Facebook clone StudiVZ and other networks aimed at various demographics – rebranded as Poolworks and announced it would be focusing on its school-age system SchülerVZ, also rebranded as IDPool. (That new site is still only a ‘coming-soon’ affair.)

Then, in September, Poolworks owner Holtzbrinck Ventures surprised everyone by selling the company to the ‘international investment organization’ Vert Capital. You know, Vert? No, me neither. Anyway, Poolworks CEO Stefanie Waehlert was out and almost everything went to Vert, with Holtzbrinck retaining the option of ‘using’ SchülerVZ/IDPool.

Bebo was rumored to be behind Vert, but no-one would confirm it. Meanwhile, nailing down an online presence for Vert – or indeed any references to the company – proved to be very tricky. Then Der Spiegel reported that Levin was the mystery buyer, saying he had kept his identity secret because of an ongoing lawsuit against Bebo by Walker Digital over in the U.S.

That would be the same lawsuit (PDF) in which two patents, supposedly covering functionality such as privacy settings, were asserted against co-defendants Facebook, Google, LinkedIn and MySpace. If this really was a factor, Levin presumably thought Walker Digital would try pulling his new property into the suit if it found out he’d bought it.

All of which brings us to today. Walker Digital must have ended its suit, or be about to, because Levin has finally gone public, in a way. As the eagle-eyed folks over at Deutsche Startups have spotted, the Poolworks properties now list as their authorized representatives Adam Levin, Joseph Nejman and Mike Pope.

At least two of these guys are Criterion Capital men – Levin’s the MD and Pope’s the CFO. So what the heck is going on?

“Vert Capital is its own entity and Criterion is a separate entity,” the spokesman who handled the original announcement of the Poolworks takeover told me on Friday. “People were saying Bebo bought this, but Bebo did not purchase VZ Networks. There’s overlap in terms of personnel, but there are two different capital structures, two different sets of investors.”

“Now, will they look at any kind of synergies based on the fact that Adam owns stakes in both? Perhaps, but at the time it was very much overblown.”

So, does Vert Capital have any other activities, apart from running Poolworks/VZ Networks? “A few”, apparently, and we should look out for announcements of those “shortly”.

I have a feeling we’ve not heard the last of this tale. Here are my outstanding questions:

• Was the patent suit really the reason for all this secrecy?
• Are the Poolworks properties going to be merged with Bebo?
• And last but not least, what on earth is happening with Bebo anyway? Seriously, the last thing coming out of Bebo that I can find is a post thanking fans for generating 100,000 likes on, um, the site’s Facebook page.

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There’s no stopping Facebook these days, and it seems VZ Networks has got the message. This morning the company announced a major rebranding of both itself (it will now be known as Poolworks) and what is now its new focus: the company’s secondary education service, schülerVZ (now IDPool).

“We intend to expand our leading position in the market for social youth networks,” Poolworks CEO Stefanie Waehlert said. “For this, we will launch the new platform in the course of the fourth quarter.”

So what’s happening to the venerable StudiVZ — a Facebook clone targeted at college students — and the other service, meinVZ?

“All options are on the table,” a company spokesman told me on the phone. Sounds ominous, if completely understandable.

What StudiVZ is finally realizing is that there’s little need for most people to be on more than one general-interest social network. StudiVZ was supposed to be for students only, which was a huge limitation in itself (as was its German-centric focus), but it also didn’t add much to service its demographic in ways that Facebook could not.

SchülerVZ/IDPool, on the other hand, is for school-age kids, and Poolworks is talking about turning it into “an interest-based content platform for sharing and developing skills”. That’s something Facebook doesn’t do, and it’s telling to hear Markus Schunk, the head of Poolworks owner Holtzbrinck Ventures, saying IDPool “fits very well with our vertical approach”.

Left dangling

It’s hard to say how much of an impact the closure of StudiVZ and meinVZ, which apparently don’t fit with that vision, would have. Poolworks/VZ Networks claims on its site to have 16 million registered users, but the company’s spokesman told me today that the number of (presumably active) unique users across all its sites was only 3.99 million. Let’s be generous and call it four.

Facebook, meanwhile, has just under 24 million users in Germany.

Poolworks won’t break its total figure down to individual services. However, it’s a fair assumption that, if schülerVZ/IDPool is the only platform not to have the phrase “all options are on the table” hanging over it, it accounts for the bulk of the four million.

Personally, I don’t see that many options for the other two. Right now there’s no viable way to compete head-on with Facebook unless you totally clone it (hi there, VK) or have the muscle of Google behind you (greetings, Orkut and Google+, and even you are no sure thing).

It’s not a healthy situation for the social networking market to be in, but it’s where we are at.

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The site, which was started by a couple of students in 2005 and counted the Samwer brothers as early investors, quickly grew to become Germany’s largest social networking service but it has been in trouble for some time. With rapidly declining traffic and a relaunch last summer that failed to end its difficulties, there has been a succession of rumors circulating about the site’s future under current owner Holtzbrinck Digital, which bought the site for €85 million ($107 million) in 2007.

But now evidence is slowly trickling in to suggest things are reaching a critical point.

According to Gruenderszene, 20 of the site’s 70 staff have left in recent weeks — though whether they went of their own accord or were fired is not yet clear. And that comes ahead of another redesign planned this summer by the current owners, Holtzbrinck Digital.

And at the same time, traffic is continuing to hemorrhage: single-serving website wannstirbtstudivz (“When does StudiVZ die?”) had been tracking the site’s declining traffic, with the prediction that the site would close this spring. Although it’s recently been taken down, the graph tells its own story.

And while anecdotal evidence may never be entirely accurate, this kind of feedback from users is not good, either:

@bobbiejohnson I still have my profile, but I haven’t been there since months (years?). The same for all my friends. Everyone is on FB.

— Robert Freudenreich (@robfreudenreich) June 7, 2012

@bobbiejohnson @superglaze I do not know anyone who is actively using StudiVZ any more. Deleted my account a month ago because of that.

— Jonathan Gebauer (@jogebauer) June 7, 2012

I’ve contacted StudiVZ for comment on the reported job losses, but the company has yet to respond.

Whatever the case, it’s a torrid state of affairs — and a long way from where the company once was.

Back in early 2008, Holtzbrinck reportedly turned down an acquisition offer from Facebook because they were holding out for more money. What seemed like a bluff in fact turned out to be very dangerous: Facebook followed its failure to purchase by launching a number of lawsuits against the company for cloning, and though it didn’t really get very far it tied the German company in knots: while StudiVZ was embroiled in legal concerns, Facebook’s growth team were pushing hard with a very hungry and very smart international expansion.

As Berlin startup blog Venture Village points out, when Facebook overtook StudiVZ the end seemed to be in sight — and the entire affair leaves Holtzbrinck looking very tired while the Samwer brothers sit pretty.

Without the hustle of the original investors the Samwer brothers on board, it almost seems that Holtzbrinck is having more difficulty than ever making successful exits. The three brothers are likely to enjoy themselves even more knowing that they realised their own early exit from StudiVZ successfully.

It’s always easy to look back and wonder what if… but in retrospect, rejecting Facebook’s advances looks like a very, very poor decision.

Update, June 8: It seems the rumors were correct. According to Venture Village, Holtzbrinck has confirmed that 25 development staff were laid off and the rest are to be moved elsewhere in the umbrella company as it undergoes another restructuring.

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The latest business in their sights appears to be New York flash sales site Fab.com, which specializes in daily discounted sales of design products. Tuesday, Fab CEO Jason Goldberg was alerted to a Rocket site called Bamarang.co.uk, which appears to be copying Fab wholesale.

Here are screenshots of Fab (on the left) and Bamarang (on the right).

There’s a small irony in that the victim is a copy of sorts itself; Fab started out as a social network for the gay community, but pivoted last year to become what is effectively a niche version of Groupon.

But it’s not just the business model and idea of Fab that Bamarang is copying: it’s the entire design, look and feel.

In fact, the similarities irked Goldberg so much that he called the site a “complete rip-off” and went on the offensive in blog form:

Let me put bamarang [sic] and the other copycats on notice. Ripping someone off is not going to work in this space. Knock-offs are just bad design. Users will see right through it. Such tactics may work in some industries, but not in design.

You can understand his frustration. However, if he thinks that the Samwer brothers’ tactics will fail, he may be underestimating what’s actually happening here.

True, Bamarang.co.uk appears to be a relatively small operation at the moment. It was incorporated in Britain’s second city, Birmingham, is hiring staff based in London, and has directors including Arnt Jeschke and Christian Cornelius-Weis, who have both held senior roles at Rocket alongside the Samwers (although according to TechCrunch Europe, Cornelius-Weis quit Rocket shortly before Christmas.)

But Bamarang isn’t just a single clone site for a single local market that borrows heavily from Fab’s design: it’s a whole network.

Looking around, it’s obvious Rocket plans to go seriously big with Bamarang. It’s already running the service in Germany and France, and individuals with links to Rocket appear to have registered the name in countries including Italy and Poland too. Also troubling: it has also registered Bamarang.com — although there’s nothing there so far.

If that isn’t enough to get Fab worried, here’s another reason.

Bamarang UK’s domain name was registered through another Rocket subsidiary, the interiors sale site Westwing. Essentially, it’s a very similar operation to Fab but slightly less focused on the same high design credentials. This connection could be an important sign of things to come, because Westwing is a great example of the Samwers’ copy-and-expand strategy in action: It launched just a few months ago and is already in an estimated 20 European countries, including Britain (under the brand name Dalani) and the increasingly hot Turkish market.

In the past, the Samwers were content to stay in Germany, but they are now taking a bigger, broader — and altogether meaner — approach. It’s something Oliver Samwer referred to in an email as a “blitzkrieg.”

Fab may not be facing a small challenge here: It may be facing a knock-off prepared to go much bigger and much faster than it’s willing to.

I contacted both Rocket and Westwing to inquire about their plans for Bamarang, but they did not respond.

In the meantime, while Bamarang’s visual identity and business model may be near-identical copies of Fab, I’m not sure a small protest from Goldberg and an appeal to the design community is going to be enough to stop Bamarang from growing like a weed.

After all, claims of copying didn’t stop the Samwers when they copied eBay to build Alando (a clone they later sold to eBay), or StudiVZ (a Facebook clone), or Citydeal (a Groupon clone, later sold to Groupon), or Zalando (Zappos clone) or Wimdu (Airbnb clone) — or any of the other companies they’ve built.

Clones are a depressing reality all around the world. But Fab may soon learn that you can’t simply rely on ethics to help you overcome them. Faced with a clone, you have to execute better, maintain your vision and — crucially — be prepared to compete globally.

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