Reverse Takeover .

• Reverse Takeover

https://store.theartofservice.com/the-reverse-takeover-toolkit.html

Opto-isolator - Notes

1 Jump up ^ Vactec was purchased by EG&G (Edgerton, Germeshausen, and Grier, Inc.), a defense contractor, in

1983. In 1999 EG&G purchased formerly independent PerkinElmer, and changed

own name PerkinElmer (see reverse takeover). An unrelated company,

Silonex (a division of Carlyle Group) brands its photoresistive opto-isolators

Audiohm Optocouplers.


Mergers and acquisitions - Acquisition

1 This is known as a reverse takeover


Dentsply - History

1 In 1993 after it acquired 'Gendex Corp' in a reverse takeover it went public on the

Nasdaq. The new company then purchased medical x-ray tubes supplier Eureka X-Ray Inc. which was key since

Gendex was a major manufacturer of x-ray systems (Eureka X-Ray was later sold in

1994).[http://findarticles.com/p/articles/mi_m0EIN/is_1994_Nov_23/ai_15905556/

Varian Completes Purchase]


7digital - Corporate history

1 On 25th November 2013, UBC Media announced an intention to acquire 7 Digital

Group Inc by way of a reverse takeover. http://www.ubcmedia.com/assets/Interims

%20FY1314_993_1.pdfhttp://uk.finance.yahoo.com/news/ubc-media-buy-7digital-

group-112500955.htmlhttp://online.wsj.com/article/BT-CO-20131125-

700381.htmlhttp://www.theguardian.com/media/2013/nov/25/7-digital-ubc-media


Takeover - Reverse takeovers

1 A reverse takeover is a type of takeover where a private company acquires a public

company


Takeover - All share deals

1 A takeover, particularly a reverse takeover, may be financed by an all share deal. The bidder does not pay money, but instead

issues new shares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being

acquired end up with a majority of the shares in, and so control of, the company

making the bid. The company has managerial rights.


Merger - Acquisition

1 This is known as a 'reverse takeover'


T-Mobile US - Merger with MetroPCS Communications

1 The deal was structured as a reverse takeover; the combined company

went Public company|public on the New York Stock Exchange as TMUS and became known as T-Mobile US

Inc


Celcom - History

1 During the Asian financial crisis in 1997, Celcom's owner, Tan Sri Tajudin Ramli suffered a

debt crunch, and his shareholding in Celcom was seized by Danaharta, the national asset restructuring company. Failure to resolve his

debts resulted in the controlling stake in Celcom being sold to Telekom Malaysia, the

government-owned incumbent fixed line operator in 2003. Telekom Malaysia proceeded to merge Celcom with its own mobile-operator subsidiary TMTouch through a reverse takeover

of TMTouch.


MetroPCS

1 The deal was structured as a reverse takeover; following the closure of the

merger on May 1, 2013, the combined company, now known as T-Mobile US, Inc., began trading on the

New York Stock Exchange as TMUS.Rodriguez, Salvador


International Controls Corporation - Later history

1 In 1989, Goldberg engineered the reverse takeover of Checker Motors Corporation of Kalamazoo, Michigan,

leaving ICC in control of two subsidiaries, Checker Motors and

Great Dane Trailers


Spin out - Mirror company formation

1 It works by an existing public company issuing a bonus share at a rate of 1 for 1 in

the new company. This new company is then sold to another company that does not want

to go through the complex and expensive process of issuing a prospectus (finance)|

prospectus. The company that purchases the 'shell' then does a reverse takeover, to

transfer an operating business into the new company. This is often called a backdoor

listing.


Tyco International - 1990s

1 In July 1997, Tyco merged by reverse takeover with smaller publicly traded

security services company named ADT Limited, controlled by Michael

Ashcroft, Baron Ashcroft|Lord Ashcroft


The ADT Corporation - History

1 By the mid-1990s, ADT surpassed the one million customer milestone. In 1997, ADT was

purchased by Tyco International|Tyco by means of a reverse takeover, thus allowing Tyco a

Bermudan tax status. ADT Limited changed its name to Tyco International Ltd. Lord Ashcroft

joined the board of Tyco, although he had quickly disposed of a large amount of his Tyco

stock taken in payment for the purchase of ADT.[http://www.adt.com/about-adt/history Our

History]


Datapoint - Divestiture

1 In February 2003, Dynacore engaged in a reverse takeover of 'The

CattleSale Company.' Asher Edelman now sits in CattleSale's board of

directors.


Bristow Helicopters - History

1 In 1996 Bristow Helicopters was purchased by Offshore Logistics, an

United States|American offshore helicopter operator, and was

structured as a reverse takeover. The group now operates and maintains a global fleet of over 400 aircraft. In 2006 Offshore Logistics re-branded

itself as 'The Bristow Group'.


Reverse merger - Process

1 In a reverse takeover, shareholders of the private company purchase

control of the public shell (corporation)|shell company and then

merge it with the private company


Reverse merger - Process

1 This share exchange and change of control completes the reverse

takeover, transforming the formerly privately held company into a

publicly held company.


Reverse merger - Benefits

1 While the process of going public and raising capital is combined in an IPO,

in a reverse takeover, these two functions are separate



1 In a reverse takeover, since the deal rests solely between those

controlling the public and private companies, market conditions have

little bearing on the situation.



1 By contrast, a reverse takeover can be completed in as little as thirty days.


Reverse merger - Drawbacks

1 Reverse takeovers always come with some history and some shareholders.

Sometimes this history can be bad and manifest itself in the form of currently sloppy records, pending

lawsuits and other unforeseen liabilities. Additionally, these shells may sometimes come with angry or

deceitful shareholders who are anxious to dump their stock at the

first chance they get.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

Reverse merger - Future financing

1 The greater number of financing options available to publicly held companies is a primary reason to

undergo a reverse takeover. These financing options include:


Reverse merger - Examples

1 *Eddie Stobart in a reverse takeover with Westbury Property Fund allowing transport by ship, road, rail, or boat to and within the UK, using only one

company.


Private investment in public equity - PIPEs and mergers and acquisitions

1 Many reverse takeover|reverse mergers are accompanied by a

simultaneous PIPE transaction, which is typically undertaken by smaller

public companies. Shares are sold at a slight discount to the public market

price, and the company typically agrees to use its best efforts to

register the resale of those same securities for the benefit of the

purchaser.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

Australian corporate law - Directors' duties

1 In The Duke Group Ltd v Pilmer(1999) 17 ACLC 1329,

http://www.austlii.edu.au/cgi-bin/sinodisp/au/cases/cth/HCATrans/1999/351

.html?stem=0synonyms=0query=title(Pilmer%20and%20Duke%20) a director of Duke Holdings Ltd, and a Duke

Group employee, became a director of Kia Ora, a mining business, in a

reverse takeoverhttps://store.theartofservice.com/the-reverse-takeover-toolkit.html

Lloyds TSB

1 The CG acquisition gave Lloyds a large stake in the UK Mortgage loan|mortgage lending market.

[http://www.cheltglos.co.uk/about-candg.html About CG] Cheltenham and Gloucester

(retrieved 11 October 2008) The TSB merger was structured as a reverse takeover; Lloyds Bank Plc was delisted from the London Stock Exchange and TSB Group plc was renamed Lloyds TSB Group plc on 28 December, with

former Lloyds Bank shareholders owning a 70% equity interest in the share capital


Reverse IPO

1 A 'reverse takeover' or 'reverse merger takeover' (reverse Initial

public offering|IPO) is the acquisition of a public company by a private

company so that the private company can bypass the lengthy and complex process of going public. The

transaction typically requires reorganization of capitalization of the

acquiring company.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

SoftQuad Software - SoftQuad goes Public

1 In 1992, SoftQuad went public on the Vancouver Stock Exchange through a

reverse takeover of BC's Hatco.[http://findarticles.com/p/articles/mi_

m0NEW/is_1992_Dec_16/ai_13090319]


Merger and acquisitions - Acquisition

1 This is known as a reverse takeover


WebTrain - History

1 On November 20, 2000, Raystar Enterprises Ltd. announced their intentions of a reverse takeover

transaction. The transaction failed as the dotcom bubble|Internet tech bubble burst during the transaction

period.


T-Mobile HotSpot - Merger with MetroPCS Communications

1 The deal was structured as a reverse takeover; the combined company

went Public company|public on the New York Stock Exchange as TMUS and became known as T-Mobile US

Inc


History of personal computers - IBM clones, Apple back into profitability

1 In December 1996 Apple bought NeXT and in what has been

described as a reverse takeover, Steve Jobs returned to Apple in 1997


Boddingtons Brewery - Mergers and acquisitions

1 In 1987 the company rejected a £270million reverse takeover bid by

Midsummer Leisure. By this time Boddingtons had a tied estate of 520

pubs. In 1988 the company closed the Oldham Brewery with the loss of 70 jobs, and shed 140 transport jobs

at Higsons and Strangeways by contracting out delivery work to TNT

N.V.|TNT.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

British Car Auctions - History

1 By 1995, Belize-based Hawley Goodall had undertaken a reverse takeover of ADT Security Services,

and renamed itself ADT


Optare - Darwen takeover

1 Optare initially remained an independent company but by 17 July 2008, a reverse takeover by Darwen

Group had been completed


White knight (business) - Examples of white knights

1 * 1982 - AlliedSignal|Allied Corporation buys Bendix Corporation in a situation involving the Pac-Man

defense. Allied is drafted in when the company that Bendix tries a hostile

takeover on fights back by buying up Bendix stock in attempt to create a

reverse takeover|reverse hostile takeover.


Associated Television - End of franchise

1 ACC later divested itself of the remainder of Central after the Australian investor Robert Holmes à Court staged a boardroom coup and forced Grade to cede

control.[http://money.cnn.com/magazines/fortune/fortune_archive/1985/08/19/66315/ AUSTRALIA'S

ACQUISITIVE RECLUSE]Grade is ousted in £37 m ACC takeoverBrown, MaggieThe Guardian (1959-2003); 15 January 1982;IBA gives ACC go-aheadThe Guardian

(1959-2003); 2 June 1982; ACC remained in control of ITC and Stoll-Moss Theatres until 1988 when The Bell Group, the owners of ITC were taken over by the Bond

Corporation.Holmes à Court announces reverse takeover at Bell.Richard Battley


Cineworld - History

1 On 27 February 2014 Cineworld completed the takeover of Cinema City International|Cinema City

International N.V..http://www.cineworldplc.com/download/pdf/2013-Prelim-Announcement.pdf In what can be seen to be a partial reverse takeover, the Greidinger family (who

owned a controlling 54% stake in Cinema City International) hold a controlling bloc as the largest

shareholders in the newly formed company.http://jewishbusinessnews.com/2014/01/12/i

sraels-mooky-greidinger-agrees-to-sell-cinema-city-chain-of-movie-theatres-to-uk-based-cineworld-for-

923-million-in-cash-and-stock/


Charlotte/Douglas International Airport - 2005 and Beyond

1 Following America West Airlines' acquisition of US Airways in a reverse takeover, Charlotte (CLT) remains the primary

domestic hub for the airline. However, the majority of US Airways' international routes

are served out of the airline's second-largest hub, Philadelphia International Airport|

Philadelphia. In April 2007, Charlotte was the fastest growing airport in the US. and is

among the 30 busiest airports in the world in terms of passenger traffic.


US Airways - US Airways/America West merger

1 On May 19, 2005, both airlines officially announced the merger deal,

structured as a reverse takeover


Tetrisphere - Development

1 H2O, which had completed a reverse takeover with Canadian Entech Resources Inc., began working

exclusively for Nintendo during the game's development.


Lloyds Bank - Lloyds TSB

1 The CG acquisition gave Lloyds a large stake in the UK Mortgage loan|mortgage lending market.

[http://www.cheltglos.co.uk/about-candg.html About CG] Cheltenham and Gloucester (retrieved 11 October 2008) The TSB merger was structured

as a reverse takeover; Lloyds Bank Plc was delisted from the London Stock Exchange and

TSB Group plc was renamed Lloyds TSB Group plc on 28 December, with former Lloyds Bank

shareholders owning a 70% equity interest in the share capital, effected through a scheme of

arrangement


Kohlberg Kravis Roberts - Initial public offering

1 The plan called for KKR to complete a reverse takeover of its listed affiliate

KKR Private Equity Investors in exchange for a 21% interest in the

firm.[http://www.nytimes.com/2008/07/28/business/28kkr.html After Delay,

KKR Finds a Way to Go Public]


Ron Dennis - Early life

1 Effectively a reverse takeover, it heralded the arrival of the rebranded McLaren International operation and ultimately placed the thirty-four-year-

old in full control of the outfit


Robert Holmes à Court - The Bell Group

1 In 1973, Holmes à Court's Albany Woollen Mills|AWM acquired Bell

Brothers, a well known West Australian transport and contracting

group, for $9.6 million, through a reverse takeover. Bell brothers

would ultimately become his flagship company as Bell Resources.


Rodime

1 In 2000, Rodime PLC performed a reverse takeover of the Littlewoods gaming business, thus changing its principal business to gaming and betting. Soon after, it changed its

name to Sportech PLC.


Guinness Brewery - History

1 In 1983 a non-family chief executive Ernest Saunders was appointed and arranged the reverse takeover of the

leading Scotch whisky producer Distillers Company|Distillers in 1986. Saunders was then asked to resign

following revelations that the Guinness stock price had been

illegally manipulated (see Guinness share-trading fraud).


Investment Canada

1 This means effectively, that

Canada is open to reverse takeover by

stealthhttps://store.theartofservice.com/the-reverse-takeover-toolkit.html

TPG Telecom - History

1 In 2007, TPG took a 70 per cent controlling interest in then struggling

Adelaide internet provider Chariot. David Teoh shored up TPG's role as Chariot's parent company a year

later, in April 2008, and then quickly followed up with the $225 million

reverse takeover of SP Telemedia to bring Soul, Chariot and TPG under

the one banner.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

Bovis Lend Lease - 1885 to 2000

1 After a number of housing acquisitions, Sanderson attempted to

obtain control of Peninsular and Oriental Steam Navigation Company|PO by means of a reverse takeover


Alliance Boots - Acquisition by Stefano Pessina and KKR

1 The reverse takeover and subsequent privatisation was dubbed

as the best deal ever struck by a managing partner at a private equity

firm in June 2008.


Yorkshire Television - Trident Television

1 17; following a reverse takeover Yorkshire Television was effectively merged with its neighbour ITV Tyne Tees|Tyne Tees Television, when the two were brought under the control

of Trident Television Limited, a company formed to deal with the

problem of effective ownership of the Bilsdale transmitter and the

allocation of airtimehttps://store.theartofservice.com/the-reverse-takeover-toolkit.html

History of ITV - Before the 1979 dispute

1 The IBA during this period allowed Yorkshire and Tyne Tees Television to consolidate slightly into a new venture: Trident Television. Trident originally managed advertising sales for Tyne Tees and Yorkshire but was allowed a reverse takeover of both companies; Tyne Tees and

Yorkshire did however retain their own studio bases, management, boards and on-screen

identity.[http://www.tynetees.tv/about/about_history-2.htm Tyne Tees TV official website],

accessed 12 June 2006.


Schering-Plough - Pharmaceuticals and consumer products

1 On March 9, 2009 it was announced that Schering-Plough and Merck were

to merge. On November 4, 2009 Schering-Plough merged with Merck Co. and through a reverse takeover|

reverse merger Merck became a subsidiary of Schering-Plough, which

renamed itself Merck.


International Power - History

1 In August 2010 the company announced a tie-up with GDF Suez

via a reverse takeover whereby GDF Suez transferred its Energy

International Business Areas (outside Europe) and certain assets in the UK and Turkey to International Power in exchange for 70% of the stock of the

combined entity


Rupert Lowe - Southampton Football Club

1 In the mid-1990s, the Saints board were looking to float the club on the London Stock

Exchange, a long and costly procedure. Therefore they attempted a 'reverse

takeover' as a way to reduce costs. They needed to find a company that had already

floated and take it over while effectively being taken over themselves. Lowe's Secure

Retirements, which ran Nursing homes, was a perfect candidate. The resultant group was

renamed Southampton Leisure Holdings PLC.


CancerVax

1 'CancerVax' was an American pharmaceutical company founded in

1998 by Donald Morton. The company sought to develop a vaccine for cancer, and had

candidates for melanoma reach Clinical_trial#Phase_III|phase III clinical trials. When those trials

proved unsuccessful in 2005, the company soon underwent a reverse

takeover with Micromet.https://store.theartofservice.com/the-reverse-takeover-toolkit.html

Nuvelo

1 'Nuvelo Inc.' was a biopharmaceutical company engaged in the discovery,

development and commercialization of drugs for acute cardiovascular disease, cancer and other

debilitating medical conditions. Corporate officers included Chairman Dr. George Rathmann (founder and CEO of Amgen), CEO Dr. Ted Love,

and Executive Vice President Research Development Dr. Michael Levy. On January 27,

2009, the company was acquired by ARCA Biopharma, Inc. in a reverse takeover

transaction.


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