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