Reverse Takeover

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Description of Reverse Takeover. Explanation.


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Definition Reverse Takeover. Description.

A Reverse Takeover or Reverse Merger is a strategic finance process whereby a privately-held company conducts a private placement of its common stock and then immediately combines with an existing public company in a transaction where the shareholders of the privately-held company exchange their private company shares for newly issued stock of the public company. The privately-held company becomes a publicly-held company without going the traditional route of filing a prospectus and undertaking an initial public offering (IPO). Rather, the shareholders of the private company sell all of their shares in the private company to the public company in exchange for shares of the public company.

While the transaction is technically a takeover of the private company by the public company, it is called a reverse takeover because typically the public company involved is only a "shell". It typically issues such a large number of shares to acquire the private company that the former shareholders of the private company end up controlling the public company.

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