A Case In Point - reverse mergers, public shells, going public, private placements, public offerings, ipos
Reverse Merger
 


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A Case In Point

Perhaps the best use of a reverse merger was made by LVA Group. The Company's founder, Jerry Stephens, already had a profitable hospital-management business. But he saw an opportunity in free-standing centers offering laser refractive eye surgery to correct myopia, also known as nearsightedness. However, the process was awaiting FDA approval, according to Stephens. "The United States was a multibillion-dollar market."

To get ready, the Company laid plans for financing the roll-out of centers in the United States and bought part of a laser surgery center in Toronto, where the process was already legal.

Considering financing alternatives, Stephens believed he could cobble together an IPO but concluded that it was highly unlikely for a new and untested concept. What if the FDA approval were delayed?

But with a reverse merger, Stephens only had to convince the controlling shareholder of a public shell that the reward was worth the risk. And the controlling shareholder of a shell company Stephens was talking with happened to agree

In the resulting deal, he bought stock in the shell company in exchange for LVA Group's assets. At the end of the day, Stephens had a majority position in the shell company, and the shell company had the operating assets of his company. The public company then changed its name to LVA-Vision to reflect the deal and the future course of the business

Don't Forget: A reverse merger is not an end in itself. It is a technique or tool that makes a company more financeable.

Two months after the deal, the FDA approved the laser refractive procedure used by LVA, and Stephens was off and running. Almost immediately, he raised nearly $500,000 privately. He also used his publicly traded common stock to buy the remaning interest in the Toronto facility. The private capital he'd raised, combined with the favorable lease terms on surgical laser equipment, helped Stephens roll out seven new surgery centers in the South and Midwest. After a brief honeymoon on the National Association of Securities Dealers' Bulletin Board (OTC BB), LVA-Vision moved up to NASDAD's SmallCap.

In a climaxing deal, LVA used its stock to purchase a chain of refractive surgery centers from another company. To acquire the company, LVA issued several millions of its own shares and in return got the other company's 19 wholly owned and operated refractive surgery centers around the country. As a final bonus, the company that LVA bought had $10 million in the bank when the deal was inked.

Today, LVA-Vision is the largest provider of vision treatment procedures in the United States.

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