In addition to our other activities, we provide our clients with advisory services designed to assist in their evaluation of potential merger and acquisition candidates or opportunities. We help our clients identify and contact potential merger candidates, joint venture, or investment partners and then prepare a descriptive memorandum of the client's business for use in discussions with prospective companies. We assist clients with the due diligence process, the negotiating and structuring of the transaction, and the development of corporate strategies for growth and investment.
Our clients typically have annual sales of between $1 million and $25 million. M&A is research and analysis driven, emphasizing the financial and quantitative aspects of the assignment. Associates assist in reorganizations, acquisitions, mergers, divestitures, as well as capital sources for acquisition/reorganization funding. These services also include recapitalizations and restructuring. Airam Capital can assist early stage development companies in realizing significant shareholder return through acquisition. Critical in this process is a focus and understanding of the strategic fit from the buyer's perspective for each individual target. In order to realize the maximum value in an acquisition, it is essential to demonstrate the impact of the seller's assets on the prospective buyer's business. This will be significantly different for each target company. Our experience has been that, once there is a fit and the buyer is convinced of the value, negotiations tend to fall into line quickly.
Airam Capital assists its clients in developing the proper "spin" for each target opportunity and making third party introductions on our client's behalf. We then work to develop presentation materials designed to communicate the value proposition of the strategic fit and attend meetings. Airam Capital will strive to identify as many opportunities as possible in a tight time frame in order to maximize our client's position. Timing is critical, from both party's perspective. What is on the target's front burner that has caught senior management's attention? When is the best time to sell and optimize value? We align our interests with our client's to help them make the best decisions at this critically strategic time for their company.
Airam Capital can represent either the buyer or the seller. If it is time to sell your business or if the best way for you to achieve your growth objectives is through acquisition, Airam Capital can help you research and target a number of acquisition candidates to help you achieve your goals. If you are looking for acquisition candidates, Airam Capital can help locate opportunities on a regional or national basis.
Reverse Merger - Overview
A "reverse merger" is a method by which a private company goes public. In a reverse merger, a private company merges with a public listed company with no assets or liabilities. (The public company is also called a "shell" corporation). The publicly traded corporation is called a "shell" since all that exists of the original company is its corporate shell structure. By merging into such an entity, a private company becomes public.
The private company merges into a public company and obtains the majority of its stock (usually 80-90%). The private company normally will change the name of the public corporation (often to its own name) and will appoint and elect its management and Board of Directors. The new public corporation has a base of shareholders sufficient to meet the 300 shareholder requirement for admission to quotation on the NASDAQ SmallCap Market.
The advantages of public trading status, which are outlined in greater detail, notably include the possibility of commanding a higher price for a later offering of the company's securities. Going public through a reverse merger allows a private company to go public typically at a lesser cost and with less stock dilution than through an initial public offering (IPO). While the process of going public and raising capital is combined in an IPO, in a reverse merger these two functions are unbundled; a company can go public without raising additional capital. Through this unbundling operation, the process of going public is simplified greatly.
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