Not necessarily. Control can be acquired through the issuance of preference shares having the right to elect a majority of the board; however that might be at odds with the charter, so the issuance of such shares might well require the approval of existing shareholders.
There are other methods that could effect a change in control without the acquired company disappearing.
I believe you are well onto something. With that said, a disappearing company at the right purchase price would be well recieved by many, as IMHO, NeoMedia simply does not have the ways, means or resources to compete on its own with the likes of GOOG, MSFT, etc. and simply can not afford to continue building out the ecosystem on more series c conversions at the expense of the loyal 'mom & pop' type shareholder...this type of toxic financing by YA has been a disservice to us all for long enough, especially the last 500Mil. share dilution post PTO validation!