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• 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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Mergers and acquisitions - Acquisition
1 This is known as a reverse takeover
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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]
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Takeover - Reverse takeovers
1 A reverse takeover is a type of takeover where a private company acquires a public
company
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Merger - Acquisition
1 This is known as a 'reverse takeover'
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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]
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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'.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
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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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Reverse merger - Benefits
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Reverse merger - Benefits
1 By contrast, a reverse takeover can be completed in as little as thirty days.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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:
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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]
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Merger and acquisitions - Acquisition
1 This is known as a reverse takeover
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
Optare - Darwen takeover
1 Optare initially remained an independent company but by 17 July 2008, a reverse takeover by Darwen
Group had been completed
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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/
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
US Airways - US Airways/America West merger
1 On May 19, 2005, both airlines officially announced the merger deal,
structured as a reverse takeover
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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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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]
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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).
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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.
https://store.theartofservice.com/the-reverse-takeover-toolkit.html
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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