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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Pursuant to the merger agreement, iGambit shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equity holders of Clinigence by means of a reverse triangular merger in which a wholly owned subsidiary of iGambit shall merge with and into Clinigence, with Clinigence continuing as the surviving corporation.
Pursuant to the terms of the Amalgamation Agreement, the parties will complete a business combination which will be structured as a reverse triangular merger involving Rockshield, Merger Co and Quality Green pursuant to which Merger Co will be merged with and into Quality Green (the 'Amalgamation'), the separate corporate existence of Merger Co will cease, and Quality Green will continue as the surviving company under the laws of Ontario and as a wholly-owned subsidiary of Rockshield (the 'Resulting Issuer').
In a reverse triangular merger, a subsidiary of the target is the surviving entity.
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.
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.
Pursuant to the LOI, iGambit shall issue newly-issued shares of common stock, on a fully-diluted pro rata basis, to the equity holders of Clinigence in exchange for 100% of the outstanding equity securities of Clinigence by means of a reverse triangular merger in which a newly formed wholly owned subsidiary of iGambit shall merge with and into Clinigence, with Clinigence continuing as the surviving corporation.
368 provides two alternatives for a stock acquisition: a type B (stock-for-stock) reorganization (4) or a reverse triangular merger. (5) (See the exhibit below for a comparison of the two.) The B reorganization is straightforward in its requirements but difficult to accomplish.
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.
Nidec Sankyo plans to enter into reverse triangular merger in order to acquire 100% of Genmark shares.
368(a)(2)(D)) or as a reverse triangular merger (by reason of Sec.
Evans Brewing consummated the Merger Agreement with I-ON and I-ON Acquisition Corp., 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.

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