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Re: A deleted message

Tuesday, 06/11/2013 11:44:34 PM

Tuesday, June 11, 2013 11:44:34 PM

Post# of 4044
Let's get some things straight.

A "forward" merger involves Company B (often a private company) merging into Company A (often a public company), with the shareholders of Company A remaining in control of the surviving (public) legal entity.

A reverse merger involves Company B (often a private company) merging into Company A (often a public company), with the shareholders of Company B (in this case, the formerly private company) ending up in control of the surviving (public) legal entity. RMGN is a recent example of a reverse merger, although SCGQU was a SPAC rather than a shell.

A reverse triangular merger is a specific type of reverse merger in which Company B forms a subsidiary to enter into the merger agreement. I've worked on all three of these types of transactions in my 30 years of legal practice.

So please do tell us why you believe that the "merger sub" would be critically important in the case of AASP.

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