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To: Dave Shoe who wrote (2047)11/6/1998 5:56:00 PM
From: Dave Shoe  Respond to of 2452
 
Generic excerpts from three home pages which advertise reverse mergers:

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Reverse Mergers / Shell Companies - Going Public without the cost of an IPO.

Many successful private companies are ready to make the transition to the next level by going public.  But for some reason they may not be in a position to complete the process of going public through an Initial Public Offering (I.P.O.).  Some companies may not need the money from an IPO but still desire to go public.  Other companies may not be able to produce the historical financial statements needed to complete the filing requirements.  Or there may be some other reason for wanting to go public without completing an IPO.  The alternative method of going public is to merge with a company that is already public.

There are many companies that are already public but do not have any operations.  A private company that mergers with one of these companies would be completing what is know as a reverse merger.  In a reverse merger the private company's operations would continue and legally the public company would continue.  The net effect is that the private company is now public.

There are hundreds of shell companies available for reverse mergers.  Some are actively traded and some are not.  The cost of these companies can vary greatly. <snip>

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Reverse Merger with an Inactive Public Company:

We can supply a publicly listed company with no assets or liabilities. By merging into a such an entity, a private company becomes public. To realize the full value of being public, we help establish an after market for the shares. Merging into a public entity does not directly raise capital but can still be a valuable method for growth.

Small amounts of capital can be raised through the sale of treasury stock. Acquisitions can be made with stock - publicly traded stock is viewed as currency for mergers and acquisitions. Capital is easier to raise through public or private placements because the stock has market value and can be traded. The market value of a public company is often substantially higher than a private company with the same structure in the same industry. Going public with this method can be part of a retirement strategy for business owners. <snip>

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<snip> Fewer than 1 percent of companies enter the public arena through a reverse merger. It is less costly than a traditional initial public offering (IPO) because there is no underwriter to finance the deal, and government scrutiny is less intense. There is no need for an underwriter since the company with which the reverse merger is done already is publicly traded. <snip>

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Shoe.