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2115855 2009 年 09 月 12 日 09:53 Reading (loading. ..) Comments (0) Category: Personal Diary
reverse takeovers of listed (rto)
reform and opening up, China has made great progress of private small and medium enterprises, but in the context of economic globalization, they encountered a lot of sustainable development bottlenecks such as financing difficulties; urgent need to establish a modern enterprise system, faced with a complex international market and global competition. Establishment of stock trading in the shares of an international financial center, is to solve the bottleneck of the feasible and effective way . State Council Development Research Center enterprises listed overseas strategy.
reverse merger company mergers and acquisitions are a normal form, in the United States have a long history, is the company's shares listed on the shortcut. Currently,
A Dying Man's Favorite Cookies, the use of the reverse acquisition of more and more companies, each listed company to reverse the acquisition of listed companies with ipo means the same amount, in recent years, more than a trend.
First, what is the reverse acquisition
listed in the US market can be divided into direct (ipo initial public offering) and indirect market (reverse merger public shell reverse merger or known) in two ways.
reverse merger (also called backdoor listing) is a non- listed company shareholders approved the acquisition of a shell company (listed company) shares control of the company, and then reverse acquisition by the company of non-listed company's assets and business, to become a subsidiary of listed company, the original non-listed companies generally get most of the shareholders of a controlling stake in listed companies, so as to achieve the purpose of indirect market.
a typical reverse merger transaction by the two steps,
First, the shell trade, non -listed company to acquire the form of shares of listed companies; absolute or relative to a modern system already on the market joint-stock companies;
Second, asset transfer transactions, the acquisition of non-listed companies listed company to control non -listed company's assets and operations.
1, shell companies: is a no assets, no liabilities of the listed companies, for various reasons have no business there, but still maintain the identity and qualifications of listed companies; some shell company traded on the stock market is still Some have no transactions, but are a shell company.
2, a reverse merger (also known as shell): refers to non-listed companies, through the acquisition of a listed shell company, merged to become subsidiaries of listed companies. Instead of the original shareholders of listed companies to obtain 50% -90% of the shares of listed companies.
Second, the reverse acquisition (shell listed) and the direct listing (hpo) comparison
1, operating a short time to market for reverse takeovers of listed
take about 3-9 months (buy The shell is still trading takes 3 months to 6 months, has stopped buying Shell to resume trading transactions take 6 months to 9 months); direct listing (ipo) normally takes more than one year.
2, listing success is guaranteed
direct listing (ipo) and sometimes because the underwriters are unwilling or adverse market place will lead to market withdrawal of a listing application difficulties, the success did not grasp the (1999 1 / 3 of ipo is withdrawn), while the pre-listing fees (such as legal fees, accounting fees, printing fees) paid to not return; the reverse acquisition (shell listed) from the listing process for operation of external factors, market success is assured (as long as you can find a good shell company), without the intervention of the underwriters. In particular, pay attention only to the US underwriters has been China's large state-owned enterprises listed in the US underwriting, generally private or joint venture, even if the results very good, they have little opportunity to receive the favor of the underwriters.
3, listing the low cost than the cost of the reverse acquisition
direct listing costs low. ipo cost is generally more than 120 million dollars (plus about 8% of the underwriting commission), while the reverse merger generally does not exceed 100 million dollars (depending on the type of shell and different). '
4, the reverse takeover is successful, the company became a listed company, the company was financing (public offerings, private placements).
5, direct listing,
国家质检总局最新发布的禁用化妆品名单――看看有没有你用的护肤品……, once completed, immediately available funds; the reverse merger acquisition should be to promote the stock, for a secondary offering (issuance of new shares or rights issue) set to bid farewell to the capital. At this point underwriters began to intervene, but the company has a US public company, the underwriters of course, willing to underwrite the issue of new shares.
6, composed of direct listing by the underwriters underwriting syndicate; the reverse merger will have to employ
7, direct listing or directly on the nyse nasdaq, fewer opportunities (1999, US only 380 ipo), reverse mergers from the counter otcbb) start, depending on market timing re-entering the motherboard market.
8, a direct comparison of public and reverse the acquisition of an initial public offering ipo
reverse takeover reverse merger
cost: about, more than 200,000 less than, 000,000
time: one year
above the success rate of 3-9 months: did not guarantee success in ensuring the successful financing
: immediate financing to the funds, but may be secondary offering market opportunities for the low private financing, mergers and acquisitions to facilitate
three anti-Operation and to the acquisition of relevant specific precautions
1, preparation of business plans
English company has decided to shell listed in the United States, the first company to use English to prepare a business plan. Should include: the historical background of the company, management team situation, financial status, product and market analysis.
2, provides the company's financial statements for the last three years
3, looking for shells to make shell listed company
success, first find a good shell company. A good shell company should have the following conditions:
1) shell companies can no assets, no business, but do not have debt and legal proceedings, the so-called
2) Shell company must maintain a complete listing of qualifications , including the SEC's request, timely reporting of financial and business conditions, or the United States Securities and Exchange Commission authority may cancel the listing of qualifications.
3) non-discriminatory company to have enough The so-called
4 , shell companies to provide proof of legal certificate issued shares of the company as
5, agreed to find a good merger and acquisition program
shell company after the merger can go through the procedures for the acquisition. One of the two companies audit the financial statements of most, the most long time. Next is the two sides agreed to the proposed merger, determine the cost of equity payment distribution and isosceles triangle issues.
determine the course of acquisition programs should note the following:
1) equity allocation
shell companies is a listed company, listed companies have public shareholders, or not as listed companies, so the reverse unable to acquire one hundred percent acquisition of shares in listed companies . Is optimistic about the outlook for domestic companies (subject to adequate, good performance), the higher the share of the shares of listed companies.
2) shell shell combined means
combined approach is a Originally acquired the shell company , but because the shell company is an American company, can not disappear, so the shell company to continue to exist (the name you can receive), simply by the acquisition of modern company had shareholders equity of all, the company will acquire assets, business into the shell company, as its subsidiary.
3) the acquisition of company assets, business into the shell company to determine the proportion and timing.
6, for the acquisition of legal documents
merger agreement, the parties to the preparation of legal documents signed. After handling the acquisition, merger procedures,
A Forever Friend 永远的朋友 , the acquisition of companies naturally become listed companies in the United States, will come to a successful reverse merger.
7, apply to the SEC after finishing both
reverse acquisition procedures, after signing the contract, apply to the SEC filing, stock trading applications to the nasd (otcbb), the next task is to the problem of price rise.
8, and the market makers to discuss, communicate
to make the new combined company's stock can quickly rise with the market maker should be communication, negotiation strategies.
9, to negotiate with the financial public relations, communication
shares rose faster to make, in addition to the original shell company with market makers and market makers to increase the new company with each other, usually need to hire financial PR companies, the financial public relations company to more stock brokers, analysts, institutional investors and the general promotion of individual investors, so that they noted that the new combined company's development, raise awareness of the new company stock interest.
10, when the stock reached us, that the right to apply to enter nasdaq (Other listing requirements, see Schedule)
tag reverse acquisition of the company listed underwriters
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