Reverse subsidiary merger

Reverse subsidiary merger

The process by which the acquirer merges its subsidiary into the target company. Thus both the acquirer and target companies remain in existence after the merger. Also called Reverse triangular merger.
References in periodicals archive ?
Merger Sub merged into Distributing in a reverse subsidiary merger in which Distributing became a wholly owned subsidiary of Newco (the merger).
Following an increase in the offer price, Square D agreed to be acquired in a reverse subsidiary merger.
The companies will proceed with a reverse subsidiary merger whereby ASI's subsidiary merges into PaperClip with PaperClip surviving as a subsidiary of ASI.
In the ruling, a publicly held corporation acquired a closely held target company through a reverse subsidiary merger.
This proposal would be effected through a reverse subsidiary merger, which our advisors can negotiate.
2008-25 to clarify the application of the step-transaction doctrine to situations in which an acquiring corporation (P) acquires a target corporation (T) by means of a reverse subsidiary merger followed immediately by a liquidation of T.
Pursuant to a letter agreement executed by the parties on April 24, 2003, and as more fully detailed in FSRC's Current Report on Form 8-K to be filed with the SEC, it is anticipated that the transaction will be consummated by means of a reverse subsidiary merger in which FSRC will be merged with a newly-formed subsidiary or affiliated entity of the Purchaser, leaving FSRC as the surviving entity.
However, in a reverse subsidiary merger involving a transitory subsidiary formed solely to perform the merger, the application of step-transaction principles casts the merger as the direct transfer of target stock, disregarding the subsidiary's existence as transitory; see, e.
The transaction, which is structured as a reverse subsidiary merger, is being effected through Trace Credit Services, Inc.
368(a)(1)(A) if, as part of an integrated plan, (1) an acquiring corporation acquires all of the target's stock through a reverse subsidiary merger in which the target shareholders receive consideration consisting of 70% stock and 30% cash (this transaction, considered by itself, would be a taxable transaction); and (2) the target then merges into the acquirer.
Multi-step reorganizations such as a reverse subsidiary merger are often one step in a Sec.
2001-26 (22) presented two situations in which a portion of a target's stock was acquired in a tender offer; the remainder was acquired in a reverse subsidiary merger (using a mix of stock and cash).