guest column

Reverse mergers: Houston expert shares valuation considerations for an IPO alternative

Reverse merger transactions seem to be trending upward. Here's what you need to know. Photo via Getty Images

Last year saw a record number of reverse merger transactions, with 398 reverse mergers valued at nearly $135 billion, according to figures tracked by Bloomberg Law.

Although 2021 marked the first time that many of such transactions involved special purpose acquisition companies (SPACs), which totaled 246 out of the 398 transactions, it still marked 152 — a record-high number — non-SPAC reverse mergers.

What is a reverse merger?

The concept of a reverse merger, in short, holds that a privately held company acquires a publicly-traded company. In so doing, the private company can gain access to public equity markets without going through the lengthy process of an IPO filing. Although a reverse merger typically has the advantage of a shorter timeline over an IPO, there are still some requirements that companies involved in a reverse merger should keep in mind. This is particularly true as SEC scrutiny has recently increased around reverse mergers, both of the SPAC and traditional non-SPAC variety.

Among these requirements are the fair value measurements related to ASC 805, Business Combinations. In a reverse merger, like with all acquisitions, ASC 805 requires the allocation of the purchase consideration to identified tangible and intangible assets. However, in a reverse merger, the establishment of the purchase consideration to be allocated can be more difficult to accomplish.

Often, shares of the acquiring (private) company are issued as consideration, so the shares of the acquiring company may need to be valued. The value of private company shares to be issued might not always align exactly with the value of the acquired publicly-traded company; market conditions and other forces may bring about changes in the respective stock prices between the time that the transaction is announced and the time that it closes. The valuator should keep in close communication with the management of the acquirer, and the respective auditor, to ensure that there are no surprises when the transaction closes and the final purchase price allocation is performed.

What to consider about a reverse merger

Sometimes in a reverse merger, a question may arise as to whether a control premium should be applied to the consideration being paid. This will require the valuator to understand the terms of the purchase agreement and to understand whether a control element has already been priced into the transaction. For example, in the acquisition of a limited partnership, a general partner may have also been acquired in the transaction. Often, the amount paid for this general partnership interest may represent the “control” factor, i.e., the ability to affect change in the projected cash flows, above and beyond the acquisition of the limited partnership.

Another issue that may arise in a reverse merger is the existence of non-controlling interest. In some instances, certain shareholders may elect not to participate in the exchange transaction. In such instances, the value of the non-controlling interest would need to be measured, and this value would be based on the value of the stand-alone company in which the non-controlling interest is held, not on the value of the combined entity.

In the event of a reverse merger, these considerations, along with the associated accounting considerations, make it more critical than ever to have a strong, defensible valuation supporting the purchase price allocation.

------

Kevin Cannon is a director in Opportune’s Valuation practice based in Houston. He has 17 years of experience performing business and asset valuations and providing corporate finance consulting.

Trending News

Building Houston

 
 

Houston-based medical device and biotech startup Steradian Technologies has been recognized by the Bill and Melinda Gates Foundation. Photo by Dwight C. Andrews/Greater Houston Convention and Visitors Bureau

A female-founded biotech startup has announced that it has received a grant from the Bill & Melinda Gates Foundation.

Steradian Technologies has developed a breath-based collection device that can be used with diagnostic testing systems. Called RUMI, the device is non-invasive and fully portable and, according to a news release, costs the price of a latte.

“We are extremely honored to receive this award and be recognized by the Bill & Melinda Gates Foundation, a leader in global health. This funding will propel our work in creating deep-tech diagnostics and products to close the equity gap in global public health," says Asma Mirza, CEO and co-founder of Steradian Technologies, in the release. “The RUMI will demonstrate that advanced technology can be delivered to all areas of the world, ensuring the Global South and economically exploited regions receive access to high-fidelity diagnostics instead of solutions that are ill-suited to the environment.”

RUMI uses novel photon-based detection to collect and diagnose infectious diseases in breath within 30-seconds, per the release, and will be the first human bio-aerosol specimen collector to convert breath into a fully sterile liquid sample and can be used for many applications in direct disease detection.

"As the healthcare industry continues to pursue less invasive diagnostics, we are very excited that the foundation has identified our approach to breath-based sample collection as a standout worthy of their support," says John Marino, chief of product development and co-founder. “We look forward to working with them to achieve our goals of better, faster, and safer diagnostics."

Founded in 2017, Steradian Technologies is funded and supported by XPRIZE, Johnson & Johnson’s Lung Cancer Initiative, JLABS TMCi, Capital Factory, Duke Institute of Global Health, and Johnson & Johnson’s Center for Device Innovation.

The amount granted by the Bill & Melinda Gates Foundation was not disclosed. The Seattle-based foundation is led by CEO Mark Suzman and co-chaired by Bill Gates and Melinda French Gatess.

Trending News