From the very first business contract there were loopholes. These
are ways around a particular rule or guideline that offer a more desirable
outcome. It isn’t breaking the law, but coming up with an alternative approach.
That’s the best way to describe a reserve takeover: it’s a loophole
to expedite the IPO strategy and provides a viable alternative for private
companies to become publicly traded companies without a lot of hassle.
The Basics of a Reverse
Takeover

The shareholders who are part of the private company assume a
majority stake in this shell company and thereby are granted controlling
interest. If the shell company is in compliance then this type of transaction
can be completed in a matter of weeks as opposed to months (or years) following
the normal course of filing for an IPO. There needs to be due diligence in
terms of the proper disclosure forms filed once the merger has been enacted.
The Pros of a Reverse
Takeover
On the top of the list of benefits of a reserve takeover is the
potential for bigger earnings. The contributing factor is because there is less
stock dilution than with a traditional IPO. There is also no need to raise
capital as you would with the former IPO which makes this an affordable and
streamline process.
The reverse takeover is often less beholden to the fluctuating and
sometimes volatile market conditions. Even the hint of a bad review or negative
earning potential can send a stock plummeting. That is not something you want
released on the day of your IPO offering.
Look no further than the IPO offering of Facebook for a perfect
example of this.
Finally, because a reverse takeover is less time consuming, the
private company in play can focus on their business instead of all enormous
“to-do” list required to get ready for a standard IPO. In the long run that’s
going to be good for business all around.
The Cons of a Reverse
Takeover
Think of a reserve takeover as moving your business into an
established warehouse building. There might be some problems with that “warehouse”
that could impact your business. The shell company might have some sloppy
bookkeeping practices or pending lawsuits.
There might even be some
greedy shareholders who want to dump their shares right out of the gate. That
could impact the offering. This can be avoided with a share lockup put into
place before the merger.
There is also a huge learning curve for a private company to go
through once it enters into the world of a publicly traded company. Sometimes
those board members aren’t ready for the new game.
Is a reverse takeover right for you?
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