Reverse triangular merger

Reverse triangular merger

Reverse Triangular Merger

In mergers and acquisitions, a situation in which a company is acquiring a publicly-traded target company and, in the process, a subsidiary of the acquiring company merges with the target company. When this occurs, the equity of the subsidiary is reflected in the target company's stock. The result makes the target company a wholly owned subsidiary, and shareholders in the target company instead receive shares in the acquiring company. Reverse triangular mergers occur when regulations or contracts require that certain assets not change hands.
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a wholly-owned subsidiary of the company, which merged with and into I-ON in a statutory reverse triangular merger, with I-ON surviving as a wholly-owned subsidiary of the company.
A reverse triangular merger is commonly used when the target has valuable contracts that would otherwise be canceled if it did not survive the transaction.
through a reverse triangular merger with a wholly-owned subsidiary of Proofpoint.
In the example above, which involved a sale of half of the target's assets immediately before the transaction, if a subsidiary corporation was used, this combination could not have qualified as a C reorganization, a forward triangular merger [by reason of IRC section 368(a)(2)(D)], or a reverse triangular merger [by reason of Section 368(a)(2)(E)], because in each case the "substantially all" (of the assets) requirement would apply to the preliminary distribution.
Taxpayers previously involved in tax-free stock-for-stock exchanges qualifying as either a "B" reorganization or a reverse triangular merger could be significantly affected by the IRS's final word on basis study computation.
Under the terms of the agreement, American Home will reorganize through a reverse triangular merger that will cause a newly formed REIT to become American Home's parent.
Most recently he served as a financial consultant for Australian online gaming company Shoreline Marketing while it completed a reverse triangular merger.
LSE: FRUT) (TASE: FRUT) has entered into an acquisition agreement by way of a reverse triangular merger with Israeli nutritional ingredients and medical foods firm Enzymotec Ltd (NASDAQ: ENZY), the company said.
368 provides two alternatives for a stock acquisition: a type B (stock-for-stock) reorganization (4) or a reverse triangular merger.
The merger has been structured as a stock-for-stock reverse triangular merger whereby a wholly owned subsidiary of MDI will merge with and into Almana Networks International, Inc.
The company acquired 100% of Centra's stock pursuant to a reverse triangular merger in which the founder and owner of Centra, John Boettigheimer , received a "common" interest in 10% of the ownership of Centra Funding.
368(a)(2)(D)) or as a reverse triangular merger (by reason of Sec.

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