A “reverse merger ” is a method by which a private company goes public. In a reverse merger, a private company merges with a public company that usually has neither assets nor liabilities, referred to as a “shell” corporation. The public company is called a “shell” since all that exists is its corporate structure. By merging into such an entity, a private company becomes a public company.
A private company that merges into a public company usually obtains the majority of the public company’s stock. 80% – 90% of the outstanding shares is normal. At the time of the reverse merger the private company will change the name of the public corporation (generally to its own name) and will appoint and elect its own management and Board of Directors.
The major advantage of public trading status includes the possibility of commanding a higher price for a future offering of the company’s shares. While the process of going public and raising capital is normally combined in an IPO, in a reverse merger these two functions are unbundled. Through this unbundling operation, the process of going public is simplified greatly.
We have existing Public Shells for sale if speed is of the essence, or we can setup a new Public company and merge your existing private company into it. The latter option is far more cost effective.
Reverse Takeover (RTO), often known as reverse IPO, is the process in which you, a small private company goes public by merging into a shell that is publicly listed company. This process can be completed within 15-30 days.
In a typical public listing, a private company must undergo an initial public offering (IPO). The process is slower, but cheaper. The main advantage of an RTO is jumping ahead without dealing with Regulation A 504, 505, private placements or the S-1 Registration statement or as in Canada the brokered or non brokered prospectus offering that may or may not cover the underwriting process and the issuance of shares.
A reverse merger on the USA OTCQB, or reverse merger in Canada on the CSE offer the same benefits.