What is a Reverse Acquisition?

Reverse Acquisition

A reverse acquisition, often referred to as a “reverse takeover” (RTO) or “reverse merger,” is a transaction where a private company acquires a publicly-traded company. This maneuver allows the private company to bypass the lengthy and complex traditional initial public offering (IPO) process and become publicly listed in a shorter time frame.

Here’s how a reverse acquisition typically works:

• Identification: A private company identifies a publicly-traded company, usually one with few assets and little or no operations, often referred to as a “shell company.
• Acquisition: The private company acquires the shell company. This is done by the private company issuing a significant number of new shares to the shareholders of the public company in exchange for their shares in the public company.
• Outcome: After the transaction, the shareholders of the private company typically own a significant majority of the shares of the now combined company, effectively giving them control. The private company becomes the parent company, and the original public shell company becomes a subsidiary.
• Name Change & Refocus: Post-merger, the combined entity often changes its name to reflect the business of the private company and shifts its operations to the focus of the private company’s business.
• Benefits: This process allows the private company to become publicly traded without going through the traditional IPO process. It provides the private company with more immediate access to capital markets for potential fundraising.
• Regulatory Filings: After the reverse acquisition, the new entity must still file with regulatory bodies (like the Securities and Exchange Commission in the U.S.) and provide consolidated financial statements that reflect the financial operations of the private company as if it had always been a public company.

Reverse acquisitions are often faster and less costly than a traditional IPO, but they come with their own set of challenges. For instance, the reverse merger does not provide any new capital to the company (as an IPO would), and the success of the merger often depends on the ability of the newly public company to attract investors and generate interest in its stock post-transaction. Moreover, because of the perception that companies resorting to RTOs might be sidestepping the rigorous scrutiny of a traditional IPO, they might initially be met with skepticism by investors.

Example of a Reverse Acquisition

Let’s walk through a fictional example to illustrate a reverse acquisition:

Example: TechStart Inc. & EmptyShell Corp.

Background:

• TechStart Inc. is a private technology company that has developed innovative cloud storage solutions. It has grown significantly and believes that being publicly listed could offer advantages, such as access to capital markets and increased visibility. However, TechStart is wary of the complexities, costs, and time required for a traditional IPO.
• EmptyShell Corp. is a publicly traded company on the NASDAQ. It once operated a chain of retail stores, but due to market changes, it closed all its operations and sold its assets. Now, it mostly exists as a shell with a listing but no substantive business operations.

The Reverse Acquisition Process:

1. Initial Agreement: TechStart approaches EmptyShell about a potential reverse merger. The two companies agree that TechStart will acquire EmptyShell.
2. Share Issuance: To effectuate the acquisition, TechStart issues a large number of its shares to the shareholders of EmptyShell in exchange for all the shares of EmptyShell. After this transaction, the original shareholders of TechStart end up owning, let’s say, 90% of the combined entity, and the former shareholders of EmptyShell own 10%.
3. Outcome: Even though it’s termed as TechStart “acquiring” EmptyShell, in practical terms, TechStart becomes a publicly traded company by “merging” into the publicly listed EmptyShell. EmptyShell Corp. might then change its name to TechStart Corp. and its ticker symbol on NASDAQ to reflect its new focus.
4. Operations Shift: The primary business of the new publicly traded company (TechStart Corp.) is now cloud storage solutions, and it operates predominantly as TechStart did before the merger.
5. Post-Merger Activities: After the reverse acquisition, TechStart Corp. ( formerly EmptyShell) begins to focus on its new business model, promoting its cloud solutions, attracting new investors, and possibly raising capital by issuing new shares now that it’s publicly traded.

This example simplifies the process for illustrative purposes. In reality, reverse acquisitions involve detailed agreements, regulatory considerations, due diligence, and often, post-merger capital-raising activities. However, the essence remains: a private company becomes public by merging with a “shell” public company, bypassing the traditional IPO route.