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when i go to las vegas i have gone on many different tours, if NIPTON was/is available the next time i go i will most certainly go there for the experience of the 1st weed town. i dont smoke weed, but i will try it when in NIPTON with a glass of water.
im very happy im invested in $$ $EERB!!!!
when i go to las vegas i have gone on many different tours, if NIPTON was/is available the next time i go i will most certainly go there for the experience of the 1st weed town. i dont smoke weed, but i will try it when in NIPTON with a glass of water.
im very happy im invested in $$$$EERB!!!!
starman, great find. isn't nipton considered san-bernardino? i guess its a good thing i bought more $$ERBB$$ shares, looks like this in going to be my mini google!!!!
thats how it always goes, example: 5000000 shares, r/s 1/1000 = 5000 shares. pps @ $.30 ---- after 1 month or 2 if lucky pps is now $.0001
American Green and Its Original Partner, Natural Herbal Remedies, Rejoin Forces as Phoenix Cultivation Facility Nears Completion
8:33 AM ET 8/23/17
Marketwired
With the End of Cannabis Grow Build-Out in View, Company Expands its Headquarters to New Larger Phoenix Location
PHOENIX, AZ--(Marketwired - Aug 22, 2017) - Today American Green, Inc. (OTC PINK: ERBB) is very pleased to announce that after nearly two years of hard work by key people engaged in the project, the Company has rekindled a fantastic working relationship with Natural Herbal Remedies, the company's licensed grow partner. American Green and NHR have signed an agreement beneficial to each party designed to be sustainable for years to come.
"The Cannabis market, as new as it is, does not have a simple path to any outcome for entrepreneurs, business owners and municipalities alike," said David Gwyther, acting president at American Green and Board Chair. "The challenges in this project included sidestepping pitfalls from ex-employees within and outside the Company. But in true AG style, we persevere, and while nothing in our new industry seems to move as fast as we'd like it to, I believe we're nearing the day that both we and many of our shareholders have looked forward to. We are excited to be working with NHR again and confident our facility will provide the highest quality product for their use in their Arizona dispensary," Gwyther concluded.
"I've been involved in many projects over the years and have never seen one present a challenge at every turn," said Pat Carrigan, Chief Operating Officer at American Green. "What we started working with was little more than an idea. NHR have been great to work with. They are solid people and we look forward to a long, successful relationship," Carrigan concluded.
NHR collectively had this to add: After a year and a half of working through challenges created by everyone except the people who really mattered in the relationship between our two companies, it's great to be working with American Green again. Pat [Carrigan] and their current staff of professionals made getting this back on track easy and the whole experience has once again shown that good people with clear goals and communication can accomplish just about anything.
In other news, as the final stages of construction lead to a completed building, American Green has selected its new offices in preparation for what it believes will be an exciting future, both near and long term. The company is already busy with machine roll-outs, cultivation management, and its CBD operations which are poised for extreme growth; And with only several weeks of due diligence remaining, the Nipton, California 'Cannabis Hospitality Town' conceived to revitalize both town and the nearby region, the need for comfortable, convenient space to operate from has never been more in demand. The company will take possession of its new offices located at 11011 S 48th St in Phoenix, AZ immediately after Labor Day and will welcome visits as always and make photos of our progress available for those who can't drop by to say "hello."
Be sure to visit the company's website at www.americangreen.com and sign up for the company's EMAIL ALERTS to stay current on news. In addition, shareholders and other interest holders are invited to join the conversation about American Green found here: https://otc.watch/groups/american-green-inc-erbb/forum/
Shareholders and interest holders may also stay current with American Green Updates: Twitter: @American__Green (two underscores), or Facebook: https://www.facebook.com/americangreenusa
NOTES ABOUT FORWARD-LOOKING STATEMENTS Except for any historical information contained herein, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties, including those described in the Company's Securities and Exchange Commission reports and filings. Certain statements contained in this release that are not historical facts constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied. Forward-looking statements may identified by words such as estimates, anticipates, projects, plans, expects, intends, believes, be should and similar expressions and by the context in which they are used. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.
About American Green, Inc. American Green, Inc., became, in 2009, one of the first publicly traded technology companies in the cannabis industry. Now, with over 50,000 individual shareholders, more than any other company in the cannabis sector, American Green's mission is to lead the cannabis industry. Leveraging our team of professionals in cultivation, manufacturing, extraction, wholesale, retail, and community outreach, we strive to develop sustainable initiatives, while increasing shareholder value and company profit.
Contact: American Green, Inc. Investor Relations 2902 W. Virginia Ave. Phoenix, AZ 85009 480-443-1600 X555
atown, if there is any info about the new co. (NOVATECH ENTERPRISES, INC.)please put it "intro" at top of page, and any info you can find. i tried. cant find any info. thanks.
????anything happening here???? go $$asfx$$
i wanna thank you SF, you really tried to warn many here including me. i was already holding that bag but a lot of peeps wish they listened to you instead of laughing at you. i also thank you for the continued warnings you put up for other noobs. keep it up and don't ever stop....
thanks again,
truly imjtw2u.
ahhhhhhahahahahahahahahaha, couldn't happen to a better prick then him. hope he is in a homeless shelter with his wife and kids and his dog! ! ! ! ok, not his dog, i hope his dog is in a good home....
the pr from -
im VERY HAPPY with my get-in price. im seeing by 9/1/17 this being over a penny (.01)! $$GO ERBB$$
so, been watching and just got in, seems like this (erbb) is going to be a winner.
no give backs any more, been there done that... lol.
lmao, when tF did it run to .0038???? if in-fact you have been here you are completely and totally delusional. best to you in all your ventures.... lmao.
mickey4, John Figliolini that is doing the r/m is also doing it with another one of ray bartons scams(crtc)! that alone is a red flag. look at the intro to "MDIN" and that should explain alot to you. good luck in all your investments, but this one doesn't look good....
its all good, i made nice bank when this ran to $.01, i bought back in when it was on its way down with free money at the time and been stuck ever since. it would have to go to .002 for me to get back what i spent and it would be all gravy. sorry but i was just taken aback a lil bit when i was asked that question. i have been in mdin 1 way or another since 2007 or so. like i said, i made a lot of bank here and every few years it does run but i cant see it doing it again after all that has happened in the last year or so. glty my friend and may your portfolio always be in the green......
da-bone-nose, why would you ask that question. have i ever asked you to show me your portfolio? $$$$ i got lots, in red! wish a miracle did happen, but i know its not going to.
i wish i had listened to "scumbag fraudsters" years ago. but as they say.... "you live and learn"... and so shall those buying into this scam!!!!
lmao, i thought that you thought i was being sarcastic..... yes just waiting patiently for some good news to come out and surprise us all....
before anything street, i just want to say thank you for all the work(DD) you do for this board... thank you!
now i was just going off this when i wrote that....
sooooo, im guessing no-one knows anything.
Name
MedGen, Inc.
Filing ID
2014-000672243
Type
Profit Corporation - Domestic
Status
Active
Sub Status
Current
Initial Filing
09/18/2014
Standing - Tax
Good
Standing - RA
Good
Standing - Other
Good
Term of Duration
Perpetual
Formed In
Wyoming
Fictitious Name
Principal Office
400 Renaissance Center
Suite 2600
Detroit, MI 48243
USA
Mailing Address
400 Renaissance Center
Suite 2600
Detroit, MI 48243
USA
Additional Details
History
2017 Original Annual Report - 02935235 Date: 07/19/2017
Reinstatement - Tax - 2017-002106681 Date: 07/19/2017 Filing Status Changed From: Inactive - Administratively Dissolved (Tax) To: Active
2016 Original Annual Report - 02935203 Date: 07/19/2017 Principal Address 1 Changed From: 248 Route 25A Ste 92 To: 400 Renaissance Center
Principal Address 2 Changed From: No value To: Suite 2600
Principal City Changed From: East Setauket To: Detroit
Principal State Changed From: NY To: MI
Principal Postal Code Changed From: 11733 To: 48243
Dissolution / Revocation - Tax - 2016-001974062 Date: 11/09/2016 Filing Status Changed From: Active To: Inactive - Administratively Dissolved (Tax)
Inactive Date Changed From: No Value To: 11/09/2016
Address Update - 2016-001955250 Date: 09/26/2016 Principal Address 1 Changed From: 20 Peachtree Ct #103h To: 248 Route 25A Ste 92
Principal City Changed From: Holbrook To: East Setauket
Principal Postal Code Changed From: 11741 To: 11733
i have always appreciated your opinions bswb, what are your personal thoughts on this R/M?
look at the bottom. 2009.....
NEW PRODUCT by CACI
SNORenz
Finally we are on the verge of launching our new product: SNOR-ENZ! This product was sold throughout the US
and Europe and is being revived by our Company. It will add significant
revenue to our bottom line and was the industry leader several years ago. There is nothing in the market that can
compete with the product and our commercial launch is imminent.
NEWS OUT!!!!!
Cross Atlantic Commodities, Inc. (CXAC.PK), a successful manufacturer of specialty health and beauty products, announced signing a distribution agreement with the holders of the Snorenz patent. Snorenz(R) is a nationally well known snoring product.
"We have done our homework on Snorenz(R) and are very excited about the research that the previous company has done and the size of the snoring category", states Jorge Bravo President / CEO. In 2002, the Company completed a double blind study at Northwestern Hospital's Sleep Center in Atlanta, GA, under the direction of Dr. Samuel Mickelson of the Advanced Ear Nose and Throat P.C. The results of that study concluded that SNORenz(R) is an effective product to reduce the noise associated with snoring. We will begin marketing Snorenz, first through Online Marketing, Pay Per Search and Affiliate Marketing Programs. Within the next few weeks our new Snorenz website will be live.
http://crossac.com/
Florida Atlantic Stock Transfer Inc.
7130 Nob Hill Road
Tamarac, FL 33321
last TA update, September 24th, 2009
Authorized Shares (AS) = 6,500,000,000
Outstanding Shares (OS) = 6,499,953,268
Sept 28 2009 Filing for CXAC
http://pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=24648
for those that have been here, look what i found for a bankrupt co. (delisted).........
NEW PRODUCT by CACI
SNORenz
Finally we are on the verge of launching our new product: SNOR-ENZ! This product was sold throughout the US
and Europe and is being revived by our Company. It will add significant
revenue to our bottom line and was the industry leader several years ago. There is nothing in the market that can
compete with the product and our commercial launch is imminent.
NEWS OUT!!!!!
Cross Atlantic Commodities, Inc. (CXAC.PK), a successful manufacturer of specialty health and beauty products, announced signing a distribution agreement with the holders of the Snorenz patent. Snorenz(R) is a nationally well known snoring product.
"We have done our homework on Snorenz(R) and are very excited about the research that the previous company has done and the size of the snoring category", states Jorge Bravo President / CEO. In 2002, the Company completed a double blind study at Northwestern Hospital's Sleep Center in Atlanta, GA, under the direction of Dr. Samuel Mickelson of the Advanced Ear Nose and Throat P.C. The results of that study concluded that SNORenz(R) is an effective product to reduce the noise associated with snoring. We will begin marketing Snorenz, first through Online Marketing, Pay Per Search and Affiliate Marketing Programs. Within the next few weeks our new Snorenz website will be live.
http://crossac.com/
Florida Atlantic Stock Transfer Inc.
7130 Nob Hill Road
Tamarac, FL 33321
last TA update, September 24th, 2009
Authorized Shares (AS) = 6,500,000,000
Outstanding Shares (OS) = 6,499,953,268
Sept 28 2009 Filing for CXAC
http://pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=24648
its been approx. 3 weeks past the 60 day mark.............
just wondering if there has been anything going on with brooklands? if any in the know PLEASE post. tia!
hey dabonenose, im red but i got a lil hope this time, very lil. only because this was bought quick and crtc was also bought by the same co. both also related to barton! just seems to coincidental. hmmmmm?? i also will get froggy when mine turns green @ .0012. just hope theres alot of buying at that time.... good luck to you dabonenose and all investors here at $$MDIN$$....
got real quiet, real quick. we shall see eventually if this is real or most likely not. i would like it to go up some, just where i can get out saying "damm that was some p.o.s. stock" but with a smile........
MDIN= garbage
lmao, i did, and was left holding a big bag with the last regime... i know, i know its a new beginning and new management..... i still have a full bag if you wanna buy it. waiting to un-load! ! ! !
thank you "SF", we need to know about the good and not so good with all involved with"MDIN". you just keep on keeping on......
you ask what a reverse merger is.............(just in-case anyone didn't know)
Reverse Mergers: The Pros And Cons By Marvin Dumon
A reverse merger (also known as a reverse takeover or reverse IPO) is a way for private companies to go public, typically through a simpler, shorter, and less expensive process. A conventional initial public offering (IPO) is more complicated and expensive, as private companies hire an investment bank to underwrite and issue shares of the soon-to-be public company. Aside from filing the regulatory paperwork - and helping authorities review the deal - the bank also helps to establish interest in the stock and provide advice on appropriate initial pricing. The traditional IPO necessarily combines the go-public process with the capital raising function. We will go over how a reverse merger separates these two functions, making it an attractive strategic option for managers and investors of private companies. (For more information, check out Why would a company do a reverse merger instead of an IPO?)
What is a reverse merger?
In a reverse merger, investors of the private company acquire a majority of the shares of the public shell company, which is then merged with the purchasing entity. Investment banks and financial institutions typically use shell companies as vehicles to complete these deals. These relatively simple shell companies can be registered with the SEC on the front end (prior to the deal), making the registration process relatively straightforward and less expensive. To consummate the deal, the private company trades shares with the public shell in exchange for the shell's stock, transforming the acquirer into a public company.
Reverse mergers allow a private company to become public without raising capital, which considerably simplifies the process. While conventional IPOs can take months (even over a calendar year) to materialize, reverse mergers can take only a few weeks to complete (in some cases, in as little as 30 days). This saves management a lot of time and energy, ensuring that there is sufficient time devoted to running the company.
Undergoing the conventional IPO process does not guarantee that the company will ultimately finish the process. Managers can spend hundreds of hours planning for a traditional IPO, however, if market conditions become unfavorable to the proposed offering, all of those hours will have become a wasted effort. Pursuing a reverse merger minimizes this risk.
As mentioned earlier, the traditional IPO combines both the go-public and capital raising functions. As the reverse merger is solely a mechanism to convert a private company into a public entity, the process is less dependent on market conditions (because the company is not proposing to raise capital). Since a reverse merger functions solely as a conversion mechanism, market conditions have little bearing on the offering. Rather, the process is undertaken in order to attempt to realize the benefits of being a public entity. (Read more in The Murky Waters Of The IPO Market.)
Benefits as a Public Company
Private companies, generally with $100 million to several hundred million in revenue, are usually attracted to the prospect of being a publicly-traded company. The company's securities become traded on an exchange, and thus enjoy greater liquidity. The original investors gain the option of liquidating their investment, providing for convenient exit alternatives. The company has greater access to the capital markets, as management now has the option of issuing additional stock through secondary offerings. If stockholders possess warrants – where they have the right to purchase additional stock at a pre-determined price – the exercise of these options provides additional capital infusion into the company.
Public companies often trade at higher multiples than do private companies; significantly increased liquidity means that both the general public and investing institutions (and large operational companies) have access to the company's stock, which can drive up price. Management also has more strategic options to pursue growth, including mergers and acquisitions. As stewards of the acquiring company, they can use company stock as the currency with which to acquire target companies. Finally, because public shares are more liquid, management can use stock incentive plans in order to attract and retain employees. (To learn more, read For Companies, Staying Private A Matter Of Choice.)
Disadvantages of a Reverse Merger
Managers must conduct appropriate diligence regarding the profile of the investors of the public shell company. What are their motivations for the merger? Have they done their homework to make sure the shell is clean and not tainted? Are there pending liabilities (such as those stemming from litigation) or other "deal warts" hounding the public shell? If so, shareholders of the public shell may merely be looking for a new owner to take possession of these deal warts. Thus, appropriate due diligence should be conducted, and transparent disclosure should be expected (from both parties).
If the public shell's investors sell significant portions of their holdings right after the transaction, this can materially and negatively affect the stock price. To reduce or eliminate the risk that the stock will be dumped, important clauses can be incorporated into a merger agreement such as required holding periods. It is important to note that, as in all merger deals, the risk goes both ways. Investors of the public shell should also conduct reasonable diligence on the private company, including its management, investors, operations, financials and possible pending liabilities (i.e., litigation, environmental problems, safety hazards, labor issues). (For more, see Why Public Companies Go Private.)
After a private company executes a reverse merger, will its investors really obtain sufficient liquidity? Smaller companies may not be ready to be a public company, including lack of operational and financial scale. Thus, they may not attract analyst coverage from Wall Street; after the reverse merger is consummated, the original investors may find out that there is no demand for their shares. Reverse mergers do not replace sound fundamentals. For a company's shares to be attractive to prospective investors, the company itself should be attractive operationally and financially.
A potentially significant setback when a private company goes public is that managers are often inexperienced in the additional regulatory and compliance requirements of being a publicly-traded company. These burdens (and costs in terms of time and money) can prove significant, and the initial effort to comply with additional regulations can result in a stagnant and underperforming company if managers devote much more time to administrative concerns than to running the business. To alleviate this risk, managers of the private company can partner with investors of the public shell who have experience in being officers and directors of a public company. The CEO can additionally hire employees (and outside consultants) with relevant compliance experience. Managers should ensure that the company has the administrative infrastructure, resources, road map and cultural discipline to meet these new requirements after a reverse merger.
Conclusion
A reverse merger is an attractive strategic option for managers of private companies to gain public company status. It is a less time-consuming and less costly alternative than the conventional IPO. As a public company, management can enjoy greater flexibility in terms of financing alternatives, and the company's investors can also enjoy greater liquidity. Managers, however, should be cognizant of the additional compliance burdens faced by public companies, and ensure that sufficient time and energy continues to be devoted to running and growing the business. It is after all a strong company, with robust prospects, that will attract sufficient analyst coverage as well as prospective investor interest. Attracting these elements can increase the value of the stock and its liquidity for shareholders. (For more, read our related article A Guide To Spotting A Reverse Merger.)
Read more: Reverse Mergers: The Pros And Cons http://www.investopedia.com/articles/stocks/09/introduction-reverse-mergers.asp#ixzz4nK3wFFx4
Follow us: Investopedia on Facebook
read the intro at the top of the "medgen" page........
MDIN HUGE NEW REVERSE MERGER
MEGA DD ON NEW CEO AND COMPANY HE RUNS!!
HUGE DD John Figliolini - Managing Partner - Berkshire International Finance, Inc.
John Figliolini - Managing Partner - Berkshire International Finance,
Berkshire International Finance, Inc. is a boutique Investment Banking firm based out of Toronto, Ontario. We specialize in assisting small to medium size public and private companies (US, Canadian, South African)raise equity and debt capital. We also assist private companies in becoming public enterprises via reverse mergers. Our capabilities allow us to provide our clients A-Z service; from locating a current reporting and trading Public vehicle to financing, to Investor Awareness.
Our Commitment
Since 1992 Berkshire International Finance, Inc. has raised over $500 Million for over 50 public and private companies while assisting over 15 private companies on becoming publicly traded. We take a long term funding commitment with our clients and usher them along the financing path until they can graduate to mezzanine financing.
We are committed to providing you with the best possible financial service possible.
John Figliolini, President of Berkshire International Finance, Inc. started his career in the finance world in 1982 as a Registered Representative at a NYSE member firm. He started Berkshire in 1992 with the goal of assisting underserved small to medium size companies raise equity and debt capital. His approach called for Berkshire to be the sole source of financing for his corporate clients over an extended period of time. This allowed trust and confidence to be built between each corporate client and institutional investor Mr. Figliolini brought together.
Mr. Figliolini has raised over $500 Million in equity and debt capital for over 50 public and private companies since 1992 and has assisted over 10 companies in becoming publicly traded enterprises via reverse merges. Mr. Figliolini was a forerunner in the reverse merger technique before Large Banks started doing it themselves.
Mr. Figliolini founded, operated and managed three offshore equity funds with over $200 Million under management. He also founded and operated a FINRA registered broker/dealer which made markets in over 1,000 NASDAQ and OTCBB traded stocks.
Ania Wlodarkiewicz, Vice President Business Development for Berkshire International Finance, Inc. completed her Business Administration- Marketing diploma in June 2005. Ms. Wlodarkiewicz worked in the Marketing department at St. Clair College (Windsor, Ontario) as a marketing assistant. Where she assisted with all aspects of marketing and development for the educational institution including campaigns, events, and student relations. Ania has a great amount of experience in conducting market and competitive analysis to find and determine the best business opportunities for a company. In her previous experience, she has attend trade shows, workshops and other marketing events to speak to prospects and generate sales leads. In addition she has written proposals, created business plans and secured financing for future business expansion.
Our consistent track record of uncompromising ethics instills confidence and trust amongst our Corporate Clients and Institutional Investors.
John Figlionlini - Managing Partner - Berkshire International Finance, Inc. – The Firm choice for taking your company public.
If you wish to discuss raising capital and listing your company in North America or Europe then contact us at info@berkshire-inc.com
Note the above does not constitute any legal or financial advice. Berkshire is not registered with any Financial Regulato
thank you.
already done.....
"MDIN"-- reverse merger made today. read the intro. up 400%. chk it out before its to late. #14 on most posted today. berkshire international finance int. bought the shell.....
this is the new introduction for "MDIN" at top of posting page........
MDIN HUGE NEW REVERSE MERGER
MEGA DD ON NEW CEO AND COMPANY HE RUNS!!
HUGE DD John Figliolini - Managing Partner - Berkshire International Finance, Inc.
John Figliolini - Managing Partner - Berkshire International Finance,
Berkshire International Finance, Inc. is a boutique Investment Banking firm based out of Toronto, Ontario. We specialize in assisting small to medium size public and private companies (US, Canadian, South African)raise equity and debt capital. We also assist private companies in becoming public enterprises via reverse mergers. Our capabilities allow us to provide our clients A-Z service; from locating a current reporting and trading Public vehicle to financing, to Investor Awareness.
Our Commitment
Since 1992 Berkshire International Finance, Inc. has raised over $500 Million for over 50 public and private companies while assisting over 15 private companies on becoming publicly traded. We take a long term funding commitment with our clients and usher them along the financing path until they can graduate to mezzanine financing.
We are committed to providing you with the best possible financial service possible.
John Figliolini, President of Berkshire International Finance, Inc. started his career in the finance world in 1982 as a Registered Representative at a NYSE member firm. He started Berkshire in 1992 with the goal of assisting underserved small to medium size companies raise equity and debt capital. His approach called for Berkshire to be the sole source of financing for his corporate clients over an extended period of time. This allowed trust and confidence to be built between each corporate client and institutional investor Mr. Figliolini brought together.
Mr. Figliolini has raised over $500 Million in equity and debt capital for over 50 public and private companies since 1992 and has assisted over 10 companies in becoming publicly traded enterprises via reverse merges. Mr. Figliolini was a forerunner in the reverse merger technique before Large Banks started doing it themselves.
Mr. Figliolini founded, operated and managed three offshore equity funds with over $200 Million under management. He also founded and operated a FINRA registered broker/dealer which made markets in over 1,000 NASDAQ and OTCBB traded stocks.
Ania Wlodarkiewicz, Vice President Business Development for Berkshire International Finance, Inc. completed her Business Administration- Marketing diploma in June 2005. Ms. Wlodarkiewicz worked in the Marketing department at St. Clair College (Windsor, Ontario) as a marketing assistant. Where she assisted with all aspects of marketing and development for the educational institution including campaigns, events, and student relations. Ania has a great amount of experience in conducting market and competitive analysis to find and determine the best business opportunities for a company. In her previous experience, she has attend trade shows, workshops and other marketing events to speak to prospects and generate sales leads. In addition she has written proposals, created business plans and secured financing for future business expansion.
Our consistent track record of uncompromising ethics instills confidence and trust amongst our Corporate Clients and Institutional Investors.
John Figlionlini - Managing Partner - Berkshire International Finance, Inc. – The Firm choice for taking your company public.
If you wish to discuss raising capital and listing your company in North America or Europe then contact us at info@berkshire-inc.com
Note the above does not constitute any legal or financial advice. Berkshire is not registered with any Financial Regulato
you ask what a reverse merger is.............(just in-case anyone didn't know)
Reverse Mergers: The Pros And Cons By Marvin Dumon
A reverse merger (also known as a reverse takeover or reverse IPO) is a way for private companies to go public, typically through a simpler, shorter, and less expensive process. A conventional initial public offering (IPO) is more complicated and expensive, as private companies hire an investment bank to underwrite and issue shares of the soon-to-be public company. Aside from filing the regulatory paperwork - and helping authorities review the deal - the bank also helps to establish interest in the stock and provide advice on appropriate initial pricing. The traditional IPO necessarily combines the go-public process with the capital raising function. We will go over how a reverse merger separates these two functions, making it an attractive strategic option for managers and investors of private companies. (For more information, check out Why would a company do a reverse merger instead of an IPO?)
What is a reverse merger?
In a reverse merger, investors of the private company acquire a majority of the shares of the public shell company, which is then merged with the purchasing entity. Investment banks and financial institutions typically use shell companies as vehicles to complete these deals. These relatively simple shell companies can be registered with the SEC on the front end (prior to the deal), making the registration process relatively straightforward and less expensive. To consummate the deal, the private company trades shares with the public shell in exchange for the shell's stock, transforming the acquirer into a public company.
Reverse mergers allow a private company to become public without raising capital, which considerably simplifies the process. While conventional IPOs can take months (even over a calendar year) to materialize, reverse mergers can take only a few weeks to complete (in some cases, in as little as 30 days). This saves management a lot of time and energy, ensuring that there is sufficient time devoted to running the company.
Undergoing the conventional IPO process does not guarantee that the company will ultimately finish the process. Managers can spend hundreds of hours planning for a traditional IPO, however, if market conditions become unfavorable to the proposed offering, all of those hours will have become a wasted effort. Pursuing a reverse merger minimizes this risk.
As mentioned earlier, the traditional IPO combines both the go-public and capital raising functions. As the reverse merger is solely a mechanism to convert a private company into a public entity, the process is less dependent on market conditions (because the company is not proposing to raise capital). Since a reverse merger functions solely as a conversion mechanism, market conditions have little bearing on the offering. Rather, the process is undertaken in order to attempt to realize the benefits of being a public entity. (Read more in The Murky Waters Of The IPO Market.)
Benefits as a Public Company
Private companies, generally with $100 million to several hundred million in revenue, are usually attracted to the prospect of being a publicly-traded company. The company's securities become traded on an exchange, and thus enjoy greater liquidity. The original investors gain the option of liquidating their investment, providing for convenient exit alternatives. The company has greater access to the capital markets, as management now has the option of issuing additional stock through secondary offerings. If stockholders possess warrants – where they have the right to purchase additional stock at a pre-determined price – the exercise of these options provides additional capital infusion into the company.
Public companies often trade at higher multiples than do private companies; significantly increased liquidity means that both the general public and investing institutions (and large operational companies) have access to the company's stock, which can drive up price. Management also has more strategic options to pursue growth, including mergers and acquisitions. As stewards of the acquiring company, they can use company stock as the currency with which to acquire target companies. Finally, because public shares are more liquid, management can use stock incentive plans in order to attract and retain employees. (To learn more, read For Companies, Staying Private A Matter Of Choice.)
Disadvantages of a Reverse Merger
Managers must conduct appropriate diligence regarding the profile of the investors of the public shell company. What are their motivations for the merger? Have they done their homework to make sure the shell is clean and not tainted? Are there pending liabilities (such as those stemming from litigation) or other "deal warts" hounding the public shell? If so, shareholders of the public shell may merely be looking for a new owner to take possession of these deal warts. Thus, appropriate due diligence should be conducted, and transparent disclosure should be expected (from both parties).
If the public shell's investors sell significant portions of their holdings right after the transaction, this can materially and negatively affect the stock price. To reduce or eliminate the risk that the stock will be dumped, important clauses can be incorporated into a merger agreement such as required holding periods. It is important to note that, as in all merger deals, the risk goes both ways. Investors of the public shell should also conduct reasonable diligence on the private company, including its management, investors, operations, financials and possible pending liabilities (i.e., litigation, environmental problems, safety hazards, labor issues). (For more, see Why Public Companies Go Private.)
After a private company executes a reverse merger, will its investors really obtain sufficient liquidity? Smaller companies may not be ready to be a public company, including lack of operational and financial scale. Thus, they may not attract analyst coverage from Wall Street; after the reverse merger is consummated, the original investors may find out that there is no demand for their shares. Reverse mergers do not replace sound fundamentals. For a company's shares to be attractive to prospective investors, the company itself should be attractive operationally and financially.
A potentially significant setback when a private company goes public is that managers are often inexperienced in the additional regulatory and compliance requirements of being a publicly-traded company. These burdens (and costs in terms of time and money) can prove significant, and the initial effort to comply with additional regulations can result in a stagnant and underperforming company if managers devote much more time to administrative concerns than to running the business. To alleviate this risk, managers of the private company can partner with investors of the public shell who have experience in being officers and directors of a public company. The CEO can additionally hire employees (and outside consultants) with relevant compliance experience. Managers should ensure that the company has the administrative infrastructure, resources, road map and cultural discipline to meet these new requirements after a reverse merger.
Conclusion
A reverse merger is an attractive strategic option for managers of private companies to gain public company status. It is a less time-consuming and less costly alternative than the conventional IPO. As a public company, management can enjoy greater flexibility in terms of financing alternatives, and the company's investors can also enjoy greater liquidity. Managers, however, should be cognizant of the additional compliance burdens faced by public companies, and ensure that sufficient time and energy continues to be devoted to running and growing the business. It is after all a strong company, with robust prospects, that will attract sufficient analyst coverage as well as prospective investor interest. Attracting these elements can increase the value of the stock and its liquidity for shareholders. (For more, read our related article A Guide To Spotting A Reverse Merger.)
Read more: Reverse Mergers: The Pros And Cons http://www.investopedia.com/articles/stocks/09/introduction-reverse-mergers.asp#ixzz4nK3wFFx4
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