Corporate growth involves making important decisions and being as strategic as possible when it comes to acquisitions, ...
Corporate growth involves making important decisions and being as strategic as possible when it comes to acquisitions, mergers, and finances. The goal is always to grow sustainably. One more unconventional approach to growth is reverse mergers.
Imagine that you, a private company, want to go public. However, the process of doing so is typically time-consuming and complex. A reverse merger may be a great solution. Also known as a reverse takeover (RTO) or reverse IPO, this implies acquiring a public shell company. This way, you also acquire a stock exchange listing without having to go through the process of an initial public offering.
The first step toward a reverse takeover is to identify a shell company that is public. These companies are on the stock exchange already but have either no operations or limited operations. Your company would then merge with this public company, absorbing it basically, after which your private company would now be the majority shareholder. This way, you gain public stock access without having to undergo regulatory probing and disclosure requisites necessary with initial public offerings.
There are many examples of RTOs, such as Tesla Motors. In 2016, Elon Musk acquired a solar energy services company called SolarCity. Tesla was already a publicly traded company, but it allowed it to diversify into the solar energy business without having to go through a traditional initial public offering process.
There are many advantages to these types of mergers.
RTOs are much more cost effective than traditional IPOs. IPOs often involve roadshows, underwriting fees, and more, and can be a heavy financial burden. You significantly reduce the costs involved in going public when you engage in a reverse merger.
Suppose the shell company you merge with has a very positive reputation. In that case, merging with them may help you achieve higher valuations than what you would have achieved by going public on your own.
Regulatory compliance is a safety net, but at the same time, it can make this difficult or complex when you want to go public. Reverse operations let you achieve this goal without extensive disclosures and scrutiny.
The structure of the deal is much more flexible with reverse mergers. You can more easily negotiate the exchange ratio of shares, the governance structure, and the level of ownership that existing shareholders retain. Both companies can come to a customized agreement that works for both of them.
Many times, reverse-merged companies can enjoy tax advantages. You can structure the transaction in a way that you minimize your tax liabilities and save money.
While there are many successful examples of these types of mergers, such as the one performed by Tesla, they have some risks.
Reverse mergers involve less strict regulatory requirements, meaning that they are more attractive for companies looking to perform fraudulent transactions. For example, inflating company valuations, giving misleading projections, or false financial information. Anyone considering a reverse merger should conduct thorough research when finding a shell company.
Occasionally, investors may be skeptical of RTOs, as they are the less traditional path to going public. This can affect the company’s stock market performance or ability to attract investors.
Sometimes, the merged organization’s stocks may have lower trading volumes or more price volatility than other companies. Liquidity is not always guaranteed because institutional support and underwriters may be lacking in RTO situations.
As with any type of merger, combining two company cultures, operational processes and styles of management can be difficult.
There are ways to mitigate the risks involved in reverse merger transactions.
The first is to conduct thorough due diligence. The more you understand about the operational efficiency, risks and financial health of the company, the better informed you will be as to the outcome of the merger. Look at all financial statements and check legal standing, liabilities, and business operations.
The more strictly you adhere to regulatory requirements put in place by the SEC and other authorities, the smoother and safer things will be. File disclosure documents on time and be accurate in financial statements and reports.
Take the time to plan for the alignment of two separate corporate cultures and decide how to streamline operational processes. The more you plan and consult with the experts, the better the transition will go.
The more transparent you are throughout the process, the more your investors will trust you. Address any concerns as they come up, especially when raised by stakeholders.
You can also take the time to educate potential investors on reverse mergers and how they work. Help them see your vision. Investor meetings and educational materials are great ways to get the word out and help investors feel more confident in the process. It also allows you to dispel misconceptions.
It’s essential to seek guidance from experienced advisors, both legal and financial. They can help you navigate the transaction, stay in line with regulatory requirements, and help avoid common mistakes.
Despite what some may believe, these mergers are entirely legal and a legitimate way for a company to go public. Sometimes, they have gotten a bad rap due to companies employing fraudulent practices during the merger.
However, by following regulatory requirements, providing accurate financial information and staying transparent, reverse mergers are legal.
Every type of restructuring, including reverse mergers, requires data migration. Here at Cloudficient, we are available to help with all of your possible data migration needs. Our professional services help you avoid downtime, interruptions, and data loss during RTOs. For a customized solution or demo, reach out to us today.
With unmatched next generation migration technology, Cloudficient is revolutionizing the way businesses retire legacy systems and transform their organization into the cloud. Our business constantly remains focused on client needs and creating product offerings that match them. We provide affordable services that are scalable, fast and seamless.
If you would like to learn more about how to bring Cloudficiency to your migration project, visit our website, or contact us.
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