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Topic: Reverse merger

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	American Bar Association - Business Law (Site not responding. Last check: 2007-10-19)
		Reverse mergers are generally structured as a merger of the private company into the public shell (or a subsidiary of the shell) with the public shell being the surviving entity.
		At the closing of the merger, the officers or directors of the shell company generally step down and are replaced with those of the private company and the name of the shell is changed to the name of the private company.
		With the recent proliferation of reverse mergers, regulators and industry observers may be inclined to press for measures to highlight these types of transactions and we all may benefit from the data that will become available.
	www.abanet.org /buslaw/blt/2003-01-02/klarish.html (2927 words)

	Stocks - Reverse Mergers (Site not responding. Last check: 2007-10-19)
		A reverse merger is a simplified, fast-track method by which a private company can become a public company.
		Reverse mergers are also commonly referred to as reverse takeovers, or RTO's.
		The reverse merger is an alternative to the traditional IPO (initial public offering) as a method for going public.
	www.getfolio.com /learn_investing_stock1/reverse_mergers.asp (826 words)

	Reverse merger (Site not responding. Last check: 2007-10-19)
		A reverse merger is a method by which a private company can become a publicly traded company without the expense and time requirements involved in an initial public offering.
		The mechanics of a reverse merger are as follows: a publicly traded but dormant company, called a shell company, offers to buy out the active private company by issuing enough stock to the private company so that after the transaction, the private company will own 90% or more of the total shares outstanding.
		The benefits of a reverse merger are that the private company does not have to pay the large underwriting fees associated with an IPO, nor does it take nearly as long.
	www.informationdepot.us /r/re/reverse_merger.html (174 words)

	Reverse Mergers with a Public Shell
		A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company.
		Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company.
		A reverse merger is an indirect route to raising capital.
	www.gopublic.com /reversemerger.html (1807 words)

	Archived Alerts 2002 (Site not responding. Last check: 2007-10-19)
		REVERSE MERGER: our profile list stock VGNV (0.0 x 0.0001) (now NTCG) filed a 10Q stating that it has signed a merger agreement with Olympic Environmental, LTD. In connection with the merger, a 100,000 to 1 reverse common stock split was authorized.
		REVERSE MERGER: our profile list stock AROS (0.18 x 0.21) issued a press release announcing that it has entered into a definitive agreement to acquire ReGen Biologics, Inc., a privately held tissue engineering company that designs, develops, manufactures and markets minimally invasive implants and medical devices for the repair and regeneration of damaged tissue.
		REVERSE MERGER: our profile list stock PSVI (0.55 x 1.10) issued a press release announcing the acquisition of WPCS Holdings Inc. WPCS is a company focused on the domestic and international implementation of point-to-point broadband services via fixed wireless technologies.
	www.shellstockreview.com /ssrAlerts2002.htm (3514 words)

	Kauffman eVenturing : Reverse Mergers: An Alternative for Going Public
		Reverse mergers are especially effective for companies seeking access to the PIPE market, comprised of investors who buy shares in earlier-stage companies only through public vehicles.
		The SEC has expressed a dislike for reverse mergers, particularly those in which a newly formed subsidiary is merged into the private target with the private company surviving as the wholly-owned subsidiary of the public parent.
		The decision to go public via a reverse merger shouldn't be made in a vacuum and certainly without first considering whether being public is worth the pressures and expense that comes with it.
	www.eventuring.org /eShip/appmanager/eVenturing/eVenturingDesktop?_nfpb=true&_pageLabel=eShip_articleDetail&_nfls=false&id=Entrepreneurship/Resource/Resource_689.htm (1108 words)

	Take a Step in Reverse to See The Future Clearly: Reverse Mergers, a Quantitative Study - PubcoWhitePapers.com
		In a reverse merger, the business of the private company is acquired by the public company, and the shareholders of the private company are generally issued 90% or more of the public company’s post merger stock.
		After looking at the process of completing a reverse merger and the various ways it can be done, an analysis of a 53 company sample should explain the difficulties facing companies involved in reverse mergers, along with the ingredients that lead to success.
		Reverse mergers have been stigmatized as disreputable because of some instances in the past where investors were burned by pump-and-dump schemes, especially in the excesses of the memorable 1980s and 1990s.
	www.pubcowhitepapers.com /whitepapers/focus.php?id=1409655642c1b2 (595 words)

	Corporate Law Contract Lawyers SEC Partnership Law Securities Lawyer Contract Attorney Business Law Business Lawyers ...
		A Reverse Merger is a method by which a private company goes public without having to traverse the long and laborious undertaking of an Initial Public Offering or IPO.
		The merger is called a "Reverse Merger" because the surviving entity is the public company even though the private company had the assets and liabilities to start.
		Reverse Mergers are generally with inactive SEC reporting public companies which usually have no assets or liabilities, no current operating history, and SEC qualified audited financials.
	www.legalandcompliance.com /reversemergers.html (1801 words)

	The Mirus Online Newsletter: Full Speed Reverse!
		The reverse merger is often suggested as the best option to provide greater access to the capital markets, increase the company’s visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions.
		RCW Mirus’ analysis indicates that while the reverse merger is a quicker, easier, and cheaper route to becoming a public company, it costs much more down the road in terms of the newly public company’s ability to raise additional capital, attract an investment following, and utilize its public shares as a cheap currency for acquisitions.
		The fact that there are an estimated 500 reverse merger transactions per year and the most frequently cited success stories occurred 30 and 50 years ago stands as mute testament to the difficulty of creating long-term shareholder value through the reverse merger process.
	www.imakenews.com /rcwmirus/e_article000029558.cfm (1987 words)

	Invest FAQ: Stocks: Reverse Mergers
		A reverse merger is a simplified, fast-track method by which a private company can become a public company.
		Reverse mergers are also commonly referred to as reverse takeovers, or RTO's.
		The reverse merger is an alternative to the traditional IPO (initial public offering) as a method for going public.
	invest-faq.com /articles/stock-reverse-merger.html (814 words)

	Reverse Mergers
		In a reverse merger, a private company acquires an already public, though typically dormant, company and becomes public as a result.
		Though completing a reverse merger is only the first step in receiving funding as a public company, it can lay the groundwork for substantial capital growth.
		But with a reverse merger, the deal rests on whether the shell company likes your company enough to be acquired by it.
	www.connexx.com /reversemerger.html (1144 words)

	Cooley Godward LLP \| News & Publications \| Cooley Alerts \| M&A Double Take: Why Two Mergers are Better than One
		The second merger is either an “upstream” merger of the target into the acquiror, or a “sideways merger” of the target into another subsidiary of the acquiror.
		A reverse triangular merger involves a merger between the target and a subsidiary of the acquiring corporation where the target corporation survives, and the acquiring corporation issues stock, cash, or a combination of each to the target stockholders.
		This second merger is internal to the acquiror consolidated group; the target’s former stockholders do not participate in the second merger, having relinquished their ownership of target in the initial merger.
	www.cooley.com /news/alerts.aspx?id=000037672120 (2170 words)

	Archived Alerts 2003 (Site not responding. Last check: 2007-10-19)
		REVERSE MERGER: TWNK (OTCBB: 1.20 x 1.40) issued an 8K announcing they acquired Sanitec(TM) Services of Hawaii, Inc. The company commenced limited operations in bio-medical waste disposal in the State of Hawaii and will implement a twenty-to-one forward split as soon as practicable.
		REVERSE MERGER: our Profile List stock LRSY (0.44 x 0.47) filed an 8K announcing they entered into a non-binding letter of intent for the acquisition of SCL Ventures, Ltd. SCL is a Bermuda company in formation that proposes to engage in a telecommunications related business.
		REVERSE MERGER: our Profile List stock VNOW (0.06 x 0.08) filed an 8K announcing they have entered into a letter of intent to effect a merger with 99 Cent Stuff, LLC, a Florida-based deep discount retail chain established in 1999.
	www.shellstockreview.com /ssrAlerts2003.htm (2635 words)

	Reverse Merger Methodlogy - Go Public Quickly Using Clean Public Shell and Reverse Merger
		A "reverse merger" is a method by which a private company goes public.
		Going public through a reverse merger allows a private company to go public typically at a lesser cost and with less stock dilution than through an initial public offering (IPO).
		While the process of going public and raising capital is combined in an IPO, in a reverse merger (also know as a "blind pool" merger) these two functions are unbundled; a company can go public without raising additional capital.
	www.ipo-merge.com /reverse.html (667 words)

	reverse merger
		These mergers are often made in connection with a private placement of stock or other securities shortly after or concurrently with the transaction.
		The benefits of a shell merger are many, but the risks associated with it may prove to be too much to overcome for some companies.
		It is important that entrepreneurs approach their trusted professionals, early in the process to research and address any issues related to the shell, discuss the viability of the company being public and to direct the business owners to reputable shell promoters.
	www.larta.org /LAVox/ArticleLinks/2001/reversemerger.asp (794 words)

	Mergers & Acquisitions - Securities Law Institute
		There are several types of mergers, for example a two-party merger, multi-party merger, triangular merger, and reverse triangular merger.
		In a two-party merger, the acquiring corporation acquires the target corporation by merging the target corporation into the acquiring corporation, which is the surviving corporation.
		In a reverse triangular merger, the merger proceeds in the same manner as a triangular merger except the subsidiary is merged into the target corporation.
	www.securitieslawinstitute.com /m&a.html (414 words)

	business - Reverse Merger
		Appropriate For: Reverse mergers are appropriate for companies that don't need capital quickly and that will experience enough growth to reach a size and scale at which they can succeed as a public entity.
		It's almost a certainty that the attorney who initially helps you with your reverse merger transaction--if he or she is an expert in these kinds of deals--will not be with a prestigious downtown law firm.
		It's possible to structure a reverse merger so that at the end of the day, the public owns 2 percent of the company and the remaining 98 percent is controlled by the owners of the private company that acquired the shell.
	www.entrepreneur.com /money/howtoguide/article52820.html (1298 words)

	ReverseMergersHome - KING & ASSOCIATES ----- PUBLIC SHELLS \| REVERSE MERGERS \| PUBLIC SHELL \| REVERSE MERGER \| ...
		In a reverse merger the private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors.
		Reverse mergers are not at risk to illegal pre-selling because you are working with your market makers and valuation experts and can establish a practical and supportable value for your stock prior to any major fund raising event - a value that is not artificially created by heavy up-front demand and short supply.
		But, with a reverse merger, the deal rests solely on the people who control the public shell and the desire of its owners to be acquired by the private company.
	ecdicus.memebot.com (1810 words)

	Boston.com / Business / Yukos announces plans to reverse merger
		Russia's Yukos oil company formally announced plans Wednesday to reverse its merger with smaller rival Sibneft, confirming the demise of a deal that unraveled after former Yukos chief Mikhail Khodorkovsky was jailed in October.
		The announcement put an end to what would have been Russia's largest-ever corporate merger, creating a company that was valued at $36 billion at the time of its original announcement in April.
		The merger was abruptly suspended last month on the day it was to be finalized, amid analyst speculation that Sibneft was pushing for control of the merged company -- a demand Yukos core shareholders rejected.
	www.boston.com /business/articles/2003/12/17/yukos_announces_plans_to_reverse_merger (260 words)

	Firm rides reverse-merger wave - The Denver Business Journal:
		A "reverse merger" occurs when a private company that wants to be public merges into the shell, typically getting 90 percent to 95 percent ownership of the new company while shell shareholders get the rest.
		On the plus side, going public through a reverse merger can ease access to capital and enable a company to use shares as currency to make acquisitions, he said.
		He became interested in reverse mergers by accident in 2000, when he was asked by a friend to become the director of a public company with patented technology that it couldn't commercialize.
	www.bizjournals.com /denver/stories/2004/08/09/story7.html?t=printable (1696 words)

	OTC Journal - The Source for Small Cap, Micro Cap and OTC BB Stocks.
		One widely used method is the "Reverse Merger", a simplified, fast track method by which a private company can become a Public Company.
		The reverse merger occurs when a public company which has no business and usually limited assets acquires a private company with a viable business.
		There is a thriving cottage industry of merchant bankers and entrepreneurs who specialize in orchestrating reverse mergers.
	www.otcjournal.com /reverse_merger.html (1056 words)

	Reverse Merger (Site not responding. Last check: 2007-10-19)
		Perception that these shells can be used to circumvent SEC reporting requirements and enable the new owners to immediately begin offering and trading their stock on the open market.
		As a result of the merger, the target would become a wholly-owned subsidiary of the acquirer and shareholders of the target would get shares of the acquirer.
		Reverse merger is a transaction where the private company shareholders may gain control of a public company by merging into it.
	www.edgar-filing.com /reverse.htm (1845 words)

	Reverse Merger: Have They Taken The Reverse Out Of Reverse Merger?
		Don’t get me wrong a reverse merger can be done if you have a consultant that is looking out for you and is not part of the triumvirate (shell owner, securities Attorney and consultant).
		Also be aware that there are alternate way to go public the Reverse merger is only one of several option, so don’t jump without looking, if you feel that you must do a Reverse merge insist on obtaining all the stock and not a share less.
		If you want to know about the alternatives to a reverse merger get in touch with me through our website: www.genesiscorporateadvisors.com the alternatives may not be cheap but they are cheaper than paying $500,000.00 for 90% of nothing.
	www.isnare.com /?id=9739&ca=Business (1378 words)

	What is Reverse Merger by Reverse Mergers Dot Net
		One widely used method is the "Reverse Merger", a simplified, fast track method by which a private company can become a Public Company.
		The reverse merger occurs when a public company which has no business and usually limited assets acquires a private company with a viable business.
		The shell company is generally recapitalized and issues shares to acquire the private company, giving shareholders and management of the private company majority control of the newly formed entity.
	www.reversemergers.net /reverse.html (306 words)

	The Reverse Merger Blog: Today's Rule 415 Update
		The hope, of course, is that the ruling will not be adverse in that manner as to reverse mergers, and either a percentage of outstanding stock test will be adopted, or a facts and circumstances test will apply allowing companies after a reverse merger to go above whatever percentage of float is decided upon.
		You can do the merger, do a PIPE and even get the symbol up and trading, but how do the PIPE guys know what the true value of their investment is when the market literally doesn't exist because there is no float.
		Realize that even in a trading shell, when a PIPE is getting closed on the same date as a reverse merger (which is very common) the trading price of the shell at that point, prior to closing when you are pricing the PIPE, is meaningless.
	www.reversemergerblog.com /2007/01/todays-rule-415-update.html (1472 words)

	Reverse Mergers, Public Shells, Reverse Merger into Public Company
		Years ago reverse mergers were very popular, they allowed a privately held company to go public quickly avoiding various hurdles.
		But what they soon learned was that attached to these reverse mergers into a publicly traded shell carried with it more than they anticipated.
		NAMC Worldwide does work with companies that find a need to facilitate a reverse merger, but we make sure that they are situations that would benefit the private company and its shareholders.
	www.namcworldwide.com /reversemergers.html (195 words)

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