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A Blueprint for Managing your PR
Please feel free to publish this article and resource box in your ezine, newsletter, offline publication or website. A copy would be appreciated at bobkelly@TNI.net. Word count is 1140 including guidelines and resource box. Robert A. Kelly ©...
Customer Relationships Are Key to Your Marketing Strategy
Marketing is everything that you do to reach out to prospects and tell your message. The sales process is everything that you do to close the sale and get a signed agreement or contract. Both are necessities to the success of a growing business. By...
Drowning in Debt? Tips and Tricks for Getting Out of Hot Water with Creditors
Do you, like millions of other Americans, feel like you’re sinking in an ocean of credit card debt? Well, fear not--there are many options for reducing your debt way before you have to be concerned about receiving notices or daunting telephone calls...
How Managers Hit PR Paydirt
As a business, non-profit or association manager, you’ll know it’s PR paydirt when you’re able to persuade your key external stakeholders to your way of thinking, then move them to take actions that lead to your department, division or...
TR Cutler, Inc. Staff to Top 40 Associates
Ranked as the nation’s leading manufacturing public relations firm, TR Cutler, Inc. (www.trcutlerinc.com) based in Fort Lauderdale, Florida, announced a 25% growth rate over the past twelve months. According to Cutler, “Manufacturing has seen a huge...
 
Reverse Merger Suicide

Reverse Merger Suicide
By
William Cate
Published December 2004
[http://home.earthlink.net/~beowulfinvestments/]
[http://home.earthlink.net/~beowulfinvestments/globalvillageinvestmentclubwelcome/]

Chief Financial Officers (CFOs) are between a rock and a hard place. To attract risk capital investors, the CFO's company must be public. But the average cost of taking a company public in the United States is over $1,500,000. If the CFO decides to raise money as a private company from venture capitalists, the odds of success are less than one-in-ten thousand.

For too many CFOs, the solution is to find a Corporate Dr. Kevorkian and take their private company public via a reverse merger. While the immediate costs of doing a reverse merger are anywhere from a few thousand dollars to a few hundred thousand dollars, the long-term costs are measured in tens of millions of dollars. A reverse merger is a suicide machine where the costs are almost always certain to kill the patient.

The formula for doing a reverse merger is simple. The publicly trading company issues sufficient shares to acquire a private company. The issued shares give the private company insiders the majority of shares in the public company. As the majority shareholders, the private company insiders appoint their own Board of Directors and officers. The public company's name is usually changed to that of the private company. The result is the private company is now a public company.

A reverse merger example would be a bankrupt company trading on the Over-the-Counter Bulletin Board (OTCBB) with five million shares issued. The company is called a 'shell."

Public investors own 500,000 shares of this shell. This is the shell company's "float." The shell company's insiders own 4.5 million shares. The shell company issues 6 million shares to buy the private company. The reverse merger has 11 million shares issued with 500,000 shares in the float.

The Reverse Merger's CFO knows that the public company has a hundred times better odds of raising risk capital from accredited


investors. The CFO can offer potential investors liquidity, after one year, and leverage by discounting the price of the Private Placement shares. What the CFO needs is a public company with strong and sustainable share price to attract investment interest. And therein lies the problem, the "poison pill" ignored by most CFOs.

It costs money to find buyers for any stock. Public companies are responsible for finding the buyers of their stock for as long as the company is public. In our example above, the OTCBB Company with a float of 500,000 will cost the public company about $400,000 to maintain a $3/share price. The poison pill is the fact that the shell company's insiders will sell their shares into the market at $3/share. The shell company insiders make 13.5 million dollars from the sale of their shell.

This will create a float of 5 million shares and the Reverse Merger Company must pay an annual four million-dollar investor relation's bill that they rarely can generate from corporate income. The result is the death of another fledgling company. There's a loss of investment capital. And, the community loses jobs. The only winners are the shell company insiders and the Dr. Kevorkians from Texas to New York, who supply the reverse merger suicide service.

CFOs have more than two ways to take their private company public. They should look at the possibility of a corporate death pill in any alternative they consider. A little research is the ounce of prevention that avoids a meeting with Dr. Death.

To contact the author: Visit the Beowulf Investments website: [http://home.earthlink.net/~beowulfinvestments/]
Or, visit the Global Village Investment Club Website:
[http://home.earthlink.net/~beowulfinvestments/globalvillageinvestmentclubwelcome/]


About the Author

He has been the Managing Director of Beowulf Investments [http://home.earthlink.net/~beowulfinvestments/] since 1981 and is the Executive Director of the Global Village Investment Club [http://home.earthlink.net/~beowulfinvestments/globalvillageinvestmentclubwelcome/]

 

PR.com: Directory of Businesses Jobs Press Releases Products ...
Comprehensive Directory of Businesses, Jobs, Products, Services, Press Releases, News, & Articles in all Industries. Promote your business. FREE.
www.pr.com
 
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News and press release distribution services for small business marketing, corporate public relations and investor relations, government and organizational ...
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News and features about the public relations industry, with links to US, UK, Asian, and German editions.
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en.wikipedia.org
 
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Hyperlinked encyclopedia article covers the country's history, government and politics, geography, economy, demographics, language and culture.
en.wikipedia.org
 
The Public Relations Society of America (PRSA)
Largest professional organization of public relations specialists representing business, consulting firms, government, associations, schools, ...
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CIA - The World Factbook -- Puerto Rico
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Center for Media and Democracy - Publishers of PR Watch
A nonprofit, public interest organization dedicated to investigative reporting on the public relations industry.
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Puerto Rico Vacations | Puerto Rico Tourism Company | Puerto Rico ...
Puerto Rico Tourism Company Official site includes nightlife, area sports, culture, and travel information.
www.gotopuertorico.com
 
PR: See what people are saying right now on Technorati
See all blog posts tagged with pr on Technorati. ... This page shows everything that has been tagged with pr. To contribute to this page include this code ...
www.technorati.com
 
Edelman
Full service global public relations firm. Includes company profile, management team, practice areas, industries served, case histories, client listings, ...
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LEWIS PR - global public relations
LEWIS PR is a global public relations consultancy working with leading and emerging brands and delivering predictable results tied tightly to client goals.
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IANA | .pr - Puerto Rico
University of Puerto Rico Gauss Laboratory Facundo Bueso Building Office 265 ... Puerto Rico Email: tech@uprr.pr Voice: +787 765 3263 Fax: +787 754 0757 ...
www.iana.org
 
Online Public Relations Home Page
Free online resource for public relations professionals.
www.online-pr.com
 
Chartered Institute of Public Relations, CIPR, the professional ...
The CIPR is the professional body for the UK public relations industry, providing PR training and events, PR news and research, and a PR jobs board.
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PR News Online — Trusted Source for Public Relations News, PR ...
The latest news on public relations delivered FREE right to your inbox. ... Psycho-Geometrics Help You Know What 'Shape' Your PR Team's Personality Is In ...
www.prnewsonline.com
 
O'Dwyer's Public Relations News - odwyerpr.com
Features breaking news about the public relations industry, a database of PR firms, listing of PR service firms, client search tool and job postings.
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PR News Online — Trusted Source for Public Relations News, PR ...
E-letter. The latest news on public relations delivered FREE right to your inbox. ... Share ideas with your peers in PR News' just-launched Forum ...
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Linux PR:
Comprehensive Press Release and Public Relations resource for the Linux community.
www.linuxpr.com
 
Escape to Puerto Rico - Your Internet Guide to Puerto Rico
Internet guide to everything Puerto Rico. Offers lots of photos, accommodations and travel information from around the Island.
escape.topuertorico.com
 
 

 
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