Glossary entry (derived from question below)
Spanish term or phrase:
fusión por absorción impropia e inversa
English translation:
unfair reverse merger
Added to glossary by
Sam D (X)
May 6, 2002 14:34
22 yrs ago
13 viewers *
Spanish term
fusión por absorción impropia e inversa
Spanish to English
Bus/Financial
Con fecha x, se aprobó la fusión por absorción impropia e inversa con Sociedad X.
Ésta es una frase en solitaria que debo traducir. Fusión por absorción suele traducirse por "takeover merger" pero no sé qué hacer con "impropia e inversa". ¿Alquien tiene experiencia con este término? ¿Tiene importancia para el texto en inglés?
Ésta es una frase en solitaria que debo traducir. Fusión por absorción suele traducirse por "takeover merger" pero no sé qué hacer con "impropia e inversa". ¿Alquien tiene experiencia con este término? ¿Tiene importancia para el texto en inglés?
Proposed translations
(English)
| 3 | unfair reverse merger |
Sam D (X)
|
| 5 -1 | improper reverse takeover merger |
Jane Lamb-Ruiz (X)
|
| 4 | reverse merger |
Seth Phillips
|
Proposed translations
12 mins
Selected
unfair reverse merger
http://www.mergers-r-us.com/
What is a Reverse Merger?
Merge your Private Company with an existing public "shell".
A common method used by small and mid cap companies to go public is the purchase and/or reverse merger into an existing public company or a subsidiary of a public company. In a reverse merger, an operating private company merges with a public company which has no assets or known liabilities (the "shell" corporation). The public corporation is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. The private company obtains the majority of the shell’s stock (usually 90%). The private company normally will change the name of the public corporation (often to its own name) and will elect its Board of Directors which will appoint the officers. The new public corporation will usually have a base of shareholders sufficient to meet the 300 shareholder requirement for admission to quotation on the NASDAQ SmallCap Market (Bulletin Board) or on the OTC Bulletin Board.
http://www.reversemerger.com/about.cfm?Section=About
Reverse Merger transactions are accepted by the mainstream financial community as a viable alternative method for a private company to become public. For every reverse merger transaction completed, a necessary component is the public shell. We believe ReverseMerger.com is the first and only marketplace where buyers and sellers of public shells are linked directly together. As an owner of a public shell, you are provided the opportunity to efficiently reach numerous merger candidates or buyers of public shells. As a merger candidate or potential buyer of a public shell, you are able to identify and review detailed information on numerous public shells available for sale or merger, quickly and easily.
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Note added at 2002-05-06 14:48:26 (GMT)
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Sorry, I clicked too early - I forget about the impropio. I\'d say \"unfair reverse merger\"
4 KudoZ points awarded for this answer.
Comment: "Thank you so much. This info was most helpful."
-1
4 mins
improper reverse takeover merger
very important. Improper here =probably illegal or close to illegal.
What is a reverse takeover? What is a qualifying transaction?
A reverse takeover, also known as a "back door" listing, is a transaction that results in a private company going public without going the traditional route of filing a prospectus and undertaking an IPO. Rather, it is accomplished by the shareholders of the private company selling all of their shares in the private company to the public company in exchange for shares of the public company. While the transaction is a takeover of the private company by the public company, it is called a reverse takeover because the public company involved is typically a "shell" and it typically issues such a large number of shares to acquire the private company that the former shareholders of the private company end up controlling the public company. A qualifying transaction is exactly the same transaction the only difference being that the shell is a CDNX "capital pool company". (February 2001)
For more information regarding RTOs and QTs, refer to our booklet entitled Reverse Takeovers and Qualifying Transactions.
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Why would I undertake a reverse takeover or qualifying transaction as opposed to an IPO?
When reverse takeovers first came to be it was primarily because they were a faster and less expensive way of going public. However, over the years the securities regulators have added enough rules to make these transactions as complicated, expensive and time consuming as IPOs. Nowadays, RTOs and QTs are undertaken principally because the financiers that wish to finance the private company are connected with either a shell company or CPC and would prefer to use their vehicle rather than start from scratch. (February 2001)
For more information regarding RTOs and QTs, refer to our booklet entitled Reverse Takeovers and Qualifying Transactions.
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Which is better for my private company, undertaking a Reverse Takeover with a shell or a Qualifying Transaction with a CPC?
Both have their advantages and disadvantages. The main advantages of a CPC are two-fold. First, because they are effectively "blind-pool" companies without any kind of active business, they are much less likely than a shell company to have "skeletons in their closet". Second, all of the seed shares in the CPC which were issued prior to the company going public are subject to a three year escrow. This means that the existing principals of the CPC will not be able to sell off their share positions immediately after closing the QT.
The main advantages of a shell are also two-fold. First, the current principals of the shell may hold shares free of any escrow or hold periods. This allows the company much more flexibility in putting a deal together. They can offer these shares up to a new investor as part of a gypsy swap, or agree to transfer some of these shares to the principal shareholders of the private company to give them some liquidity. The second advantage is that the cost base of the shares held by the public in a CPC is typically very low which means they are more likely to sell as soon as there is any noticeable appreciation in the CPCs share price. In a shell, the cost base of the public shareholders can often be quite high because of past share rollbacks. This might help take selling pressure off the shell's stock once it starts to rise.
We typically advise private companies to consider these options but ultimately choose the shell or CPC that has the best people behind it and that offers the best deal. Ultimately, if you are looking for help from those people to finance and build your company, then you should focus your due diligence on the people involved. We can assist you with this decision. (February 2001)
For more information regarding RTOs and QTs, refer to our Booklet entitled Reverse Takeovers and Qualifying Transactions.
back to top
--------------------------------------------------------------------------------
©1997-2002, Catalyst Corporate Finance Lawyers, All Rights Reserved.
Privacy Info | Terms of Use
What is a reverse takeover? What is a qualifying transaction?
A reverse takeover, also known as a "back door" listing, is a transaction that results in a private company going public without going the traditional route of filing a prospectus and undertaking an IPO. Rather, it is accomplished by the shareholders of the private company selling all of their shares in the private company to the public company in exchange for shares of the public company. While the transaction is a takeover of the private company by the public company, it is called a reverse takeover because the public company involved is typically a "shell" and it typically issues such a large number of shares to acquire the private company that the former shareholders of the private company end up controlling the public company. A qualifying transaction is exactly the same transaction the only difference being that the shell is a CDNX "capital pool company". (February 2001)
For more information regarding RTOs and QTs, refer to our booklet entitled Reverse Takeovers and Qualifying Transactions.
back to top
--------------------------------------------------------------------------------
Why would I undertake a reverse takeover or qualifying transaction as opposed to an IPO?
When reverse takeovers first came to be it was primarily because they were a faster and less expensive way of going public. However, over the years the securities regulators have added enough rules to make these transactions as complicated, expensive and time consuming as IPOs. Nowadays, RTOs and QTs are undertaken principally because the financiers that wish to finance the private company are connected with either a shell company or CPC and would prefer to use their vehicle rather than start from scratch. (February 2001)
For more information regarding RTOs and QTs, refer to our booklet entitled Reverse Takeovers and Qualifying Transactions.
back to top
--------------------------------------------------------------------------------
Which is better for my private company, undertaking a Reverse Takeover with a shell or a Qualifying Transaction with a CPC?
Both have their advantages and disadvantages. The main advantages of a CPC are two-fold. First, because they are effectively "blind-pool" companies without any kind of active business, they are much less likely than a shell company to have "skeletons in their closet". Second, all of the seed shares in the CPC which were issued prior to the company going public are subject to a three year escrow. This means that the existing principals of the CPC will not be able to sell off their share positions immediately after closing the QT.
The main advantages of a shell are also two-fold. First, the current principals of the shell may hold shares free of any escrow or hold periods. This allows the company much more flexibility in putting a deal together. They can offer these shares up to a new investor as part of a gypsy swap, or agree to transfer some of these shares to the principal shareholders of the private company to give them some liquidity. The second advantage is that the cost base of the shares held by the public in a CPC is typically very low which means they are more likely to sell as soon as there is any noticeable appreciation in the CPCs share price. In a shell, the cost base of the public shareholders can often be quite high because of past share rollbacks. This might help take selling pressure off the shell's stock once it starts to rise.
We typically advise private companies to consider these options but ultimately choose the shell or CPC that has the best people behind it and that offers the best deal. Ultimately, if you are looking for help from those people to finance and build your company, then you should focus your due diligence on the people involved. We can assist you with this decision. (February 2001)
For more information regarding RTOs and QTs, refer to our Booklet entitled Reverse Takeovers and Qualifying Transactions.
back to top
--------------------------------------------------------------------------------
©1997-2002, Catalyst Corporate Finance Lawyers, All Rights Reserved.
Privacy Info | Terms of Use
Reference:
Peer comment(s):
| disagree |
Seth Phillips
: Fusión Impropia is not an Improper Merger whatsoever, but rather another name for fusión por absorción. Thus "reverse merger" will do
7606 days
|
7589 days
Seth Phillips
United States
United States
Native in English
United States
M.S. Leg/Fin Translator - 12 yrs - MemoQ
Native in: English (Variants: UK, US, British) 
Works in: Spanish to English, Portuguese to English, French to English, and 2 more.
Related KudoZ points
:
385
reverse merger
fusión por absorción impropia = fusión impropia → merger ("by absorption", as opposed to a consolidation or "merger by creation")
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