Topic summary

Reverse takeover

Reverse takeover

Acquisition of a public company by a private company A reverse takeover (RTO), reverse merger, or reverse 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. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company. Process In a reverse takeover, shareholders of a private company purchase control of a public shell company or special-purpose acquisition company (SPAC), and then merge it with the private company. The publicly traded corporation is called a "shell," since all that exists of the original company is its organizational structure. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing, the shell company issues a substant