Reverse Merger Suicide By William Cate Published December 2004 [http://home.earthlink.net/~beowulfinvestments/] [http://home.earthlink.net/~beowulfinvestments/globalvillageinvestmentclubwelcome/]Chief Financial Officers (CFOs) are between a rock and a hard place. To attract risk capital investors, CFO's company must be public. But average cost of taking a company public in United States is over $1,500,000. If CFO decides to raise money as a private company from venture capitalists, odds of success are less than one-in-ten thousand.
For too many CFOs, solution is to find a Corporate Dr. Kevorkian and take their private company public via a reverse merger. While immediate costs of doing a reverse merger are anywhere from a few thousand dollars to a few hundred thousand dollars, long-term costs are measured in tens of millions of dollars. A reverse merger is a suicide machine where costs are almost always certain to kill patient.
The formula for doing a reverse merger is simple. The publicly trading company issues sufficient shares to acquire a private company. The issued shares give private company insiders majority of shares in public company. As majority shareholders, private company insiders appoint their own Board of Directors and officers. The public company's name is usually changed to that of private company. The result is private company is now a public company.
A reverse merger example would be a bankrupt company trading on Over-the-Counter Bulletin Board (OTCBB) with five million shares issued. The company is called a 'shell."
Public investors own 500,000 shares of this shell. This is shell company's "float." The shell company's insiders own 4.5 million shares. The shell company issues 6 million shares to buy private company. The reverse merger has 11 million shares issued with 500,000 shares in float.