Reverse Takeovers (RTO's) - Assisting you to take your company public

Reverse Takeovers (RTO's) - Assisting you to take your company public Reverse Takeovers (RTO's) - Assisting you to take your company public Reverse Takeovers (RTO's) - Assisting you to take your company public
Clean Shells AVAILABLE

Reverse Takeovers (RTO's) - Assisting you to take your company public

Reverse Takeovers (RTO's) - Assisting you to take your company public Reverse Takeovers (RTO's) - Assisting you to take your company public Reverse Takeovers (RTO's) - Assisting you to take your company public
Clean Shells AVAILABLE

About

What is an RTO?

  • A reverse take-over of an existing company (RTO), is a transaction whereby a public company which has few, if any, assets (“Public Co / Shell”) acquires all of the securities of a private company which has substantial assets and/or operations (“Private Co / Target”). 
  • The result of this transaction is Private Co indirectly “going public”. Public Co acquires the securities of Private Co by issuing to Private Co’s shareholders a significant number of shares in Public Co (equivalent in value to the assets or operations of Private Co). 
  • Special Purpose Acquisition Companies ("SPACS" or "Blank Check Companies") are seeing a surge in interest as private companies seek to go public and because of investor-friendly regulations.    
  • Did you know? The New York Stock Exchange, Warren Buffett’s Berkshire Hathaway, Burger King and T-Mobile were all successfully listed as a result of reverse takeovers. 


Benefits of an RTO

  • RTO's suitable for early stage and growth stage companies whereas IPO's are generally suited for more mature companies.
  • An Initial Public Offering ("IPO) can be riskier for Private Co's if the market conditions were to change adversely during listing. All costs in an IPO are borne by Private Co. 
  • RTO's potentially less expensive than an IPO depending on the cost of the Shell, as some of Target's "out of pocket expenses" can be passed on to the Shell.   
  • Shareholder Spread Benefit as the Public Co is already listed on the Stock Exchange. Target benefits from the "Shareholder Spread" that already exists in Public Co negating the need to appoint an Investment Bank.
  • Funds secured in Trust - Like and IPO, funds are typically held in trust that can only be drawn down upon an acquisition by the Shell which gives investors essentially a "money back" situation upon a failed transaction. 
  • Alignment of Interests with Shareholders - Founders and sponsors are strongly aligned with new shareholders to ensure a Transaction is completed within the timeline and that the listing is a success.






Pathway for Targets

  • Canada (TSX/TSXV, CSE or NEO) - Listing on the Toronto Stock Exchange / Toronto Stock Exchange Venture ("TSX / TSXV"), Canadian Securites Exchange ("CSE") or NEO Exchange ("NEO") - (4-6 months to list). Listing in Canada then gives instant dual listing ability into the US (6 weeks) and Frankfurt (2-4 weeks). Capital Pool Company ("CPC") or RTO by way of a listed shell is a very common route for growth companies to go public in Canada. 
  • Australia (ASX) - There has been a strong rise in overseas companies listing on the ASX. The exchange has matured remarkably in the last 5 yrs. (6-10 months to list). 
  • US - (Nasdaq) - Special Purpose Acquisition Companies ("SPACs") or "Blank Check Companies are seeing a resurgence off the back of increased mergers and acquisitions. (Typically 6 - 8 months to list). 
  • UK (AIM or LSE) - Special Purpose Acquisition Companies or ("SPACs") are common and incorporated for the purpose of making a strategic acquisition within 18-24 months from it's IPO. Typical listing time to complete RTO is circa (6 - 10 months to list) for Alternative Investment Market ("AIM") or London Stock Exchange ("LSE").   

Preferred Target Businesses for Listing

  • We back founders and teams who have built solid businesses and want to aggressively grow internationally.
  • Targets with growing revenues (typically minimum of $2m in yearly revenues) are preferred.
  • Target has previously raised a minimum of $2m from external investors.
  • If the Target is a technology businesses, the technology is proven and the business is monetising. 
  • If the Target is mining related, there is a proven resource in place with large exploration upside.
  • Business without large burn or capex requirements are preferred.
  • Business model is disruptive and scalable ie large "blue sky" potential.
  • Please note that Target will need to complete audited financials to comply with exchange listing requirements.




How we can help - Our Services

  • Managing the Listing - We are able to line up the right clean shell for the Target business being listed and lead manage the entire public listing process end-to-end (Typically 4-6 months to listing). 
  • Structuring the deal - We can assist with the structuring of the RTO and negotiations with the Shell. We can setup initial meetings with the Stock Exchange to get comfort with the proposed Transaction ahead of signing LOI.  
  • Legal, Audit and Securities Commission - We will manage legal and audit aspects on the ground in conjunction with Targets auditors and lawyers. 
  • Board Appointment - We can assist in the appointment of Board and Director roles as needed. 
  • Dual Listing and Up-Listing - Our team is able to assist in dual listing onto other exchanges and Up-Listing into the US allowing growth companies to tap deeper pools of capital and drive further growth internationally.

Already Listed on a Stock Exchange ?

  • We can assist you with Dual Listing of your shares (US and Europe) and Up-Listing in the US (NYSE and Nasdaq).


US Dual Listing (typically 4 - 6 weeks)

  • Most listed companies are allowed to dual list into the US on OTCQB or QX markets. Registry process typically 4-6 weeks. 
  • US capital markets are one of the world’s leading and most consistent markets to provide issuers with access to capital and liquidity for shareholders. They have long been a favoured destination for Canadian companies wishing to raise capital or establish a trading presence for their securities.


Frankfurt Dual Listing (typically 2 - 4 weeks)

  • The Frankfurt Stock Exchange (FSE) is one of the leading European exchange. Internationally known for its 30 DAX listed companies, such as for example Adidas, BASF, BMW, Daimler, Lufthansa, Siemens and Volkswagen.
  • The FSE is operating also the Open Market with more than 8,000 foreign listed companies such as Apple, Barrick Gold, BHP, Coca-Cola, Google, Microsoft, Nestle, Rio Tinto and Royal Dutch Shell, to name a few.
  • Equities from over 60 different countries are traded in the Open Market segment.
  • Frankfurt listing opens up significant exposure of your story to new investors across Germany and Europe.
  • Dual listing improves a company's share liquidity and its public profile because the shares trade on more than one market. Potential for significant re-rating. 
  • Potential for companies to tap much deeper pools of capital in order to raise further growth capital outside of its home country. 


US Up-listing (NYSE & Nasdaq - typically 3 - 6 months)

Some of the benefits of Up-Listing in the US include;

  • Better Funding Terms
  • Analyst Coverage
  • Index Inclusion
  • Enhanced Visibility



Contact Us to find out more

Team

Steven Pearce

Konstantin Lichtenwald

Konstantin Lichtenwald

 Steven Pearce has over 25 years experience in the Stock Broking, Fund Management and Capital Markets Industry. Steven has lived and worked in multiple jurisdictions including Australia, UK, Cayman Islands and Singapore. Steven has been involved in numerous capital raisings and public listings of growth companies on the Australian Stock E

 Steven Pearce has over 25 years experience in the Stock Broking, Fund Management and Capital Markets Industry. Steven has lived and worked in multiple jurisdictions including Australia, UK, Cayman Islands and Singapore. Steven has been involved in numerous capital raisings and public listings of growth companies on the Australian Stock Exchange (ASX), Singapore Stock Exchange (Catalist), Toronto Stock Exchange (TSX-v) and SIX Swiss Exchange (Switzerland). Steven currently serves as a director for a number of private and public companies. Steven is currently based in Singapore.

Konstantin Lichtenwald

Konstantin Lichtenwald

Konstantin Lichtenwald

  Konstantin Lichtenwald has over 15 years of finance and accounting experience including corporate compliance, accounting and financial management, initial public offering and reverse takeover services. Konstantin has lived and worked in multiple Jurisdictions including Germany, Australia and Canada. Konstantin is a director of a number 

  Konstantin Lichtenwald has over 15 years of finance and accounting experience including corporate compliance, accounting and financial management, initial public offering and reverse takeover services. Konstantin has lived and worked in multiple Jurisdictions including Germany, Australia and Canada. Konstantin is a director of a number of publicly listed companies in Canada and assumes a number of CFO roles. Konstantin is currently based in Vancouver, British Colombia, Canada. 

Companies we have assisted

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Downloads

TSXV - guide-to-the-capital-pool-company-program-2020-12-01-en (pdf)Download
TSX and TSXV - Technical Guide to Listing (pdf)Download
Canada - (CSE Listings_Policy) - Qualification_for_Listing (pdf)Download
NEO Exchange Overview_2020_09 (pdf)Download
The NEO Exchange - G-Corp (pdf)Download
Australia (ASX Listing) - Capital with Confidence (PDF)Download
Dual-Listing Guide for International Public Companies (pdf)Download
Diverse Capital - Zeus Capital - Canada Listing - 2023(1) (pdf)Download

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