IDEAS home Printed from https://ideas.repec.org/p/cte/wbrepe/wb021711.html
   My bibliography  Save this paper

Understanding reverse mergers: a first approach

Author

Listed:
  • Arellano Ostoa, Augusto
  • Brusco, Sandro

Abstract

A reverse merger (RM) is a technique in which a private company is acquired by a shell or defunct public company via stock swap. As a result, the private company becomes public. The main difference between an IPO and a RM is that an IPO allows going public and also allows raising capital while the RM only allows going public. This paper addresses the following question: Why do some companies prefer a RM to an IPO? We construct a three-period model in which a company has uncertainty about the availability of a project and need to issue equity to finance it. The model predicts that under suitable conditions, a separating equilibrium exists in which a high-type firm will prefer IPO and a low-type firm will prefer RM. The empirical evidence supports these predictions. In addition, looking at the cost of RMs between 1990 and 2000 in the NYSE and NASDAQ and adding the cost of an additional SEO, we find evidence to support the idea that an IPO and a RM are equally costly.

Suggested Citation

  • Arellano Ostoa, Augusto & Brusco, Sandro, 2002. "Understanding reverse mergers: a first approach," DEE - Working Papers. Business Economics. WB wb021711, Universidad Carlos III de Madrid. Departamento de Economía de la Empresa.
    • Handle: RePEc:cte:wbrepe:wb021711
    as

    Download full text from publisher

    File URL: https://e-archivo.uc3m.es/rest/api/core/bitstreams/ba4b2b09-0b70-48c0-9447-e0f4cfae2dcc/content
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Myers, Stewart C. & Majluf, Nicholas S., 1984. "Corporate financing and investment decisions when firms have information that investors do not have," Journal of Financial Economics, Elsevier, vol. 13(2), pages 187-221, June.
    2. Stewart C. Myers & Nicholas S. Majluf, 1984. "Corporate Financing and Investment Decisions When Firms Have InformationThat Investors Do Not Have," NBER Working Papers 1396, National Bureau of Economic Research, Inc.
    3. Hsuan‐Chi Chen & Jay R. Ritter, 2000. "The Seven Percent Solution," Journal of Finance, American Finance Association, vol. 55(3), pages 1105-1131, June.
    4. Fortin, Pierre & Keil, Manfred & Symons, James, 2001. "The Sources of Unemployment in Canada, 1967-91: Evidence from a Panel of Regions and Demographic Groups," Oxford Economic Papers, Oxford University Press, vol. 53(1), pages 67-93, January.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Pantisa Pavabutr, 2021. "White Knights or Machiavellians? Understanding the motivation for reverse takeovers in Singapore and Thailand," PIER Discussion Papers 153, Puey Ungphakorn Institute for Economic Research.
    2. Pantisa Pavabutr, 2020. "White Knights or Machiavellians? Understanding the motivation for reverse takeovers in Singapore and Thailand," Review of Quantitative Finance and Accounting, Springer, vol. 55(3), pages 983-1001, October.
    3. Gheorghe HURDUZEU & Liviu Bogdan VLAD & Raluca HURDUZEU, 2012. "The Reverse Mergers Alternatives To Initial Public Offerings," Business Excellence and Management, Faculty of Management, Academy of Economic Studies, Bucharest, Romania, vol. 2(2), pages 71-78, June.
    4. James S. Ang & Zhiqian Jiang & Chaopeng Wu, 2016. "Good Apples, Bad Apples: Sorting Among Chinese Companies Traded in the U.S," Journal of Business Ethics, Springer, vol. 134(4), pages 611-629, April.
    5. Frederick Adjei & Ken Cyree & Mark Walker, 2008. "The determinants and survival of reverse mergers vs IPOs," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 32(2), pages 176-194, April.
    6. Valérie Revest & Alessandro Sapio, 2016. "Graduation and sell-out strategies in the Alternative Investment Market," Discussion Papers 4_2016, CRISEI, University of Naples "Parthenope", Italy.
    7. Jog, Vijay & Otchere, Isaac & Sun, Chengye, 2019. "Does the two-stage IPO process reduce underpricing and long run underperformance? Evidence from Chinese firms listed in the U.S," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 59(C), pages 90-105.
    8. Cheng, Zijian & Liu, Zhangxin (Frank) & Wang, Isabel Zhe & Zhao, Xingju, 2024. "Reverse merger audit fee premium: Evidence from China," International Review of Financial Analysis, Elsevier, vol. 94(C).
    9. Masako Darrough & Rong Huang & Sha Zhao, 2020. "Spillover Effects of Fraud Allegations and Investor Sentiment," Contemporary Accounting Research, John Wiley & Sons, vol. 37(2), pages 982-1014, June.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Bruno Biais & Thomas Mariotti, 2005. "Strategic Liquidity Supply and Security Design," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 72(3), pages 615-649.
    2. Koop, Gary & Li, Kai, 2001. "The valuation of IPO and SEO firms," Journal of Empirical Finance, Elsevier, vol. 8(4), pages 375-401, September.
    3. Guriev, Sergei & Kvasov, Dmitriy, 2009. "Imperfect competition in financial markets and capital structure," Journal of Economic Behavior & Organization, Elsevier, vol. 72(1), pages 131-146, October.
    4. Mark D. Walker & Qingqing Wu, 2024. "PIPEs, firm investment, and viability," Review of Quantitative Finance and Accounting, Springer, vol. 62(1), pages 171-194, January.
    5. Blomkvist, Magnus & Korkeamäki, Timo & Takalo, Tuomas, 2022. "Learning and staged equity financing," Journal of Corporate Finance, Elsevier, vol. 74(C).
    6. Holderness, Clifford G. & Pontiff, Jeffrey, 2016. "Shareholder nonparticipation in valuable rights offerings: New findings for an old puzzle," Journal of Financial Economics, Elsevier, vol. 120(2), pages 252-268.
    7. Korinek, Anton & Stiglitz, Joseph E., 2009. "Dividend taxation and intertemporal tax arbitrage," Journal of Public Economics, Elsevier, vol. 93(1-2), pages 142-159, February.
    8. Fabrizio Adriani & Luca G. Deidda & Silvia Sonderegger, 2014. "How do Financial Intermediaries Create Value in Security Issues?," Review of Finance, European Finance Association, vol. 18(5), pages 1915-1951.
    9. Rodrigues, Usha & Stegemoller, Mike, 2014. "What all-cash companies tell us about IPOs and acquisitions," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 111-121.
    10. Franck Bancel & Usha R. Mittoo, 2013. "Survey evidence: what do we know about European and US firms’ motivations for going public?," Chapters, in: Mario Levis & Silvio Vismara (ed.), Handbook of Research on IPOs, chapter 3, pages 57-75, Edward Elgar Publishing.
    11. Christoph Kaserer & Marcus Kraft, 2003. "How Issue Size, Risk, and Complexity are Influencing External Financing Costs: German IPOs Analyzed from an Economies of Scale Perspective," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 30(3‐4), pages 479-512, April.
    12. Laux, Christian & Muermann, Alexander, 2010. "Financing risk transfer under governance problems: Mutual versus stock insurers," Journal of Financial Intermediation, Elsevier, vol. 19(3), pages 333-354, July.
    13. Jirapun Chorruk & Andrew Worthington, 2010. "Firm-specific determinants and outcomes of initial public offerings in Thailand, 2001â 2007," Discussion Papers in Finance finance:201002, Griffith University, Department of Accounting, Finance and Economics.
    14. Schultz, Paul & Zaman, Mir, 2001. "Do the individuals closest to internet firms believe they are overvalued," Journal of Financial Economics, Elsevier, vol. 59(3), pages 347-381, March.
    15. Lee, Gemma & Masulis, Ronald W., 2009. "Seasoned equity offerings: Quality of accounting information and expected flotation costs," Journal of Financial Economics, Elsevier, vol. 92(3), pages 443-469, June.
    16. Jeon, Jin Q. & Lee, Cheolwoo & Nasser, Tareque & Via, M. Tony, 2015. "Multiple lead underwriter IPOs and firm visibility," Journal of Corporate Finance, Elsevier, vol. 32(C), pages 128-149.
    17. Charles W. Calomiris & Yehuda Izhakian & Jaime F. Zender, 2019. "Underwriter Reputation, Issuer-Underwriter Matching, and SEO Performance," NBER Working Papers 26344, National Bureau of Economic Research, Inc.
    18. Jeon, Jin Q. & Ligon, James A., 2011. "The role of co-managers in reducing flotation costs: Evidence from seasoned equity offerings," Journal of Banking & Finance, Elsevier, vol. 35(5), pages 1041-1056, May.
    19. Franck Bancel & Usha R. Mittoo, 2009. "Why Do European Firms Go Public?," European Financial Management, European Financial Management Association, vol. 15(4), pages 844-884, September.
    20. Gyöngyi Lóránth & Alan D. Morrison, 2007. "Deposit Insurance, Capital Regulations, and Financial Contagion in Multinational Banks," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 34(5‐6), pages 917-949, June.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:cte:wbrepe:wb021711. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Ana Poveda (email available below). General contact details of provider: http://www.business.uc3m.es/es/index .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.