Reverse merger is a way for a private company to get
public without the nasty details of an SEC S-1 filing
and an underwriting by investment bankers. To start, the
private company's management or investors locate an already
public 'shell company.' A shell company is one that is
nominally public, usually listed in the NASD OTC bulletin
board or 'pink sheets', but that is pretty much dormant.
It will likely have no remaining employees and maybe no
management, and it will have ceased any business activities.
A 'clean' shell company will also have little or no outstanding
debt, will have kept its regulatory filings up to date,
the stock will be listed at pennies per share, and majority
control will be in the hands of relatively few shareholders.
The object of the exercise is for this moribund, but
public, shell company to acquire the assets of the private
company. This will done by a stock swap. First, the owners
of the private company must get the controlling shareholders
of the shell to agree to the transaction. Often, the shell
has already been groomed for such a transaction by a broker
and the agreement is in hand. Next, the investors of the
private company buys an overwhelming majority of the shell
shares for a nominal amount and/or the shell shareholders
vote to authorize the issuance of a new large and highly
dilutive block of shares. Finally, the large block of
shell company shares that is now controlled by the private
company investors are swapped for the shares of the private
company, thereby acquiring it. The shell company now owns
the assets and ongoing business of the private company,
including its name, which it usually assumes. The investors
in the private company are now the controllers of the
shell, and they have the ability to market their shares
on the exchange where it is listed, often free of items
like lockup and standoff agreements.
So why is this approach to liquidity generally denigrated,
given that it is perfectly legal? There are a number of
reasons, some of them historical.
First, although the quality of dilience by investment
bankers and IPO buyers obviously deteriorated during the
height of the boom, the need to issue an S-1 and shop
the new issue around to investors does create some level
of accountability and diligence in the process of a new
issue. There is no such apparatus in the case of a reverse
merger. The 'purchase' of the private company usually
falls within the normal business discretion of the shell
company. The transaction must be reported to regulators,
but the buyer of the shares of the post-merger company
shouldn't be assuming that the business has been vetted
in any meaningful sense.
Second, though the shares of the merged company are publicly
tradeable, they are also rather illiquid. The shares in
the hands of the private company's investors are a large
majority of the company, the float is thin, and the shell
company was last known to the market as a moribund establishment
in another market. Analysts and business writers gave
up on it long ago. To get anyone onto the buy side of
a transaction in its shares, the company has to go out
and market its new identity, and get some attention. Again,
this is something done by the underwriter as part of a
normal IPO, now it must be shouldered by the company instead.
It is this process that has led to the historical abuse
of reverse merger which makes it a black sheep: It's a
perfect setup for a 'pump and dump' stock scam. Take a
stock that has been trading for pennies, merge it into
a business that has at least the facade of respectability
and a presence in a market that is perceived as hot, sell
off as many of your shares as possible, and make a run
for the border before the price drops dramatically.
Third, you'll notice that the reverse merger transaction
doesn't actually bring any new capital into the combined
entity. Other than getting liquid, the purpose of a public
offering is to raise capital for the growth of the company.
The reverse doesn't raise new money, it consumes it, in
the form of fees, share purchases, and marketing of the
company's stock. The post-merger entity might be public,
but it may be weakened in the process.
Nonetheless, the reverse is sometimes better than nothing, and
for sure there is a supply of useable shell companies amongst
the detritus of the Internet bubble. A private company in a market
that is perceived as hot may try this approach to get liquid.
If you're an investor considering buying shares resulting from
these or other reverse mergers, dig more deeply than your normal
practice. Don't assume the SEC or investment bankers have been
there ahead of you - they probably have not.
Author: Tim Oren