Mina Mar Group

An acquisition strategy known as an “all-cash, all-stock offer” requires the buyer to commit to purchasing all of the target company’s outstanding shares for a certain amount in cash. It is also characterized as buying all of a company’s outstanding shares from its shareholders in exchange for payment. All-cash, all-stock offers are typically taken into consideration as a strategy to complete an acquisition. This could be an excellent technique the acquiring corporation might use to make the transaction appear sweet and persuade shareholders who are on the fence to accept the sale by offering a premium above the cost at which the shares are now trading. So if it’s that case, if indeed the company was purchased at a premium, then shareholders of the target company could experience an increase in the value of their shares. Even when we talk about cash deals, a stock value for the target firm is discussed, and that value may be considerably higher than its current market price. Therefore,...

Blank-check company is development stage company without specific business plan or purpose or that has business plan to engage in a merger or acquisition with an unnamed company. These type of companies are bound by Securities and Exchange Commission Rule 419 to protect investors therefore they may be subjected to additional requirements if they are registering securities for public offering. Because SEC views them as penny stock  or microcap stock there is more rules and restrictions imposed upon them. For instance blank-check companies are not allowed to use Rule 504 of regulation D that exempts companies from registration of securities for offerings up to $1 million. Companies are also required to fully disclose all terms and condition of the offering. Popular type of blank-check company is special purpose acquisition company (SPAC), created to pull funds in order to finance merger or acquisition within certain time frame. It is publicly listed company that rises money...

Roll -Up is a type of Merger&Acquisition strategy. It happens when smaller companies in the same market or industry sector are merged into one large entity. Reasons for consolidation include economy of scale, expanded geographical coverage, better name recognition and increase in value. Merger of smaller companies happens in fragmented industries where there is no dominant company or where is one dominant player and none of the small companies can challenge its dominance. Usually it is the private equity firm that does investment thesis, using analysis to identify target companies for an acquisition. If you as an owner want to buy more smaller companies and merge them into one entity the deal is most often done as a combination of cash and equity in exchange for ownership stake at the acquired company. Before the deal is done there are several very important questions that need to be answered. Are the target companies good match? What additional products/services/value...

Often when you read the business section of newspaper or when you are doing research about particular company on the stock market you come across different ratios. There is so many of them so if you are not accredit investors there is a chance that zou sometimes get confused but these metric are actually helpful if zou know how to interpret them. Bascically they measure quantitive assesments commonly used for comparing and tracking performance. That is why are so widely used by analysts in assesing performance and investing recomendation and by company's mangement also. Depending on the goal of analysts he will choose from range of available data to build metric suitable for that same goal. Company's executive and project managers have differenet goals so they will use different metrics, while the first will concentrate on corporate finance the other will focus on strategec projects. Following the previous article on due diligence we will primarily focus on the positio...

Mergers requires at least two companies consolidating. After board of directors approve combination they seek shareholders approval if merger has material impact on either company. Result is that acquired company becomes the part of acquiring company. Stockholders may receive stock, cash or combination of the both. In stock for stock agreement between companies they agree to exchange shares on set ratio where post merger price will depend on the market condition and assessment of new companies chances for success. In cash for stock deal acquiring company agrees to pay certain amount for every share of the target company and in response price of the stock will usually rise while the price of acquiring company slightly falls. On the other hand reverse merger is more type of acquisition because one private company buys a public shells company in order to circumvent costly, lengthy and complicated process of initial private offering (IPO). After the exchang...

Public reporting companies in the United States besides regular quarterly reports (10-Q) and annual report (10-K) must report certain current events on the form 8-K and file it with Securities and Exchange Commission (SEC) pursuant to Securities Exchange Act of 1934. Form 8-K provides shareholders and investors with current information enabling them to make informed decision. Certain unscheduled material corporate events happen between filing for quarterly and annual reports that need to be reported to the shareholders. Event is material when it could affect reasonable shareholder's investment decision for example bankruptcy, restructuring of the company or acquisition. SEC has outlined nine sections with subsections for different type of events: Registrants business and operations, Financial information, Securities and trading markets, Matters related to accountants and financial statement, Corporate governance management, Asset-backed securities, Regulation FD, Ot...

There are several potential advantages of going public through reverse takeover transaction. One of the biggest is better access to financing options. Usually private placement is conducted simultaneously with reverse takeover.  It will provide capital for company's future plan and projects and also fund the expenses of RTO. Public company that is reporting issuer has the opportunity to raise additional capital. Secondary offering require prospectus forms that are significantly shorter and are subjected to shorter review period by the Securities Commission in comparison to RTO transaction. Also, public companies are in more favorable position to obtain debt financing. If company complies with periodic reporting requirements it makes it more attractive to lenders and debt investors. Small and growing companies  in Canada also have lower listing requirements and less continuous disclosure obligations (TSXV and CSE). Being public company provides greater liquidity f...

When we are talking about market perspective usually the financial community is mostly focused on private companies that want to go public and are prepared to pay for the privilege of going through an IPO or reverse merger. That is why most financial consultants are looking for the public shell company just to close the deal. Often private companies that use reverse merger to go public are ill-informed on ability to raise funds, unprepared for the intensive effort and extensive costs to create liquidity. This can even lead company to become a shell itself due to lack of action in implementation of needed solutions. This way there is no long term benefit on both sides. Mina Mar Group sees things quite differently. Instead of making quick profit shared between shell owner and us. We deal with private companies that already offer profits  and that truly deserve to be publicly traded and can attract investors at the retail and institutional level and build...

It is very likely that you hear about some new promising company or you want to start your own company. There are a lot of good ideas out there but not all are going to be implemented and launch successful companies. Sometimes the link that is missing is so much needed funding at the right time in seed stage. At Mina Mar Group, we help companies that are in early stage through detailed plans to get viable solutions to funding for the growth of emerging organizations. Early stage companies are typical pre-revenue and pre-profit and they usually seek capital to invest in product development, building team of employees and trying to build sales channels. Startup companies still have a lot to go in their business journey before they reach positive cash flow and that is the major reason why they are in need of funding. Reaching financial independence often comes in the form of initial public offering, reverse merger and acquisition. Sometimes the first-hand investors will be friends...

Even though reverse merger has many benefits, especially compared to traditional IPO process and  many advantages come with being a public company there are also some disadvantages. This doesn't mean that you can't avoid potential problems. We at Mina Mar Group are offering you our expertise in reverse mergers so you can concentrate on you business and will will take care of every stage of the process and ensure successful closure. Because you are reverse merging into a public shell it can sometimes come with some history and shareholders. Often that means there may be some pending lawsuits, messy records or some liabilities that were not expected. This is exactly the point when we get involved and make sure that reverse merger proceeds with no problems. Mina Mar Group has invested significant resources and capital to develop and maintain an inventory of clean public shells for a variety of stock markets and company sizes. We have done the extensive work of "cle...

It is not a secret that great deal of mergers and acquisitions fail due to various reasons. The whole process is important and takes time but it is equally important to know what comes after. Success depends on how company handles many responsibilities that come with new situation. New corporate structure, reallocation of resources and becoming acquainted  with new customers are just some of the things that you will need to manage. It is not unusual for a company to hire a third party to help them smooth transition. When CEO and board of directors decided that they want to acquire or merge with particular company they will usually start with tender offer. It is permitted to buy up to 5% of outstanding shares of the company without having to file with SEC. If that number is bigger it is mandatory to file with SEC, disclosing number of shares in possession and if there is intention to acquire the company.  With help from financial advisers final price for the compa...

Mergers and Acquisitions (M&A) is the area of corporate financing, management and strategy dealing with purchasing and or joining with other companies. It is an umbrella term for various transactions such as mergers, acquisitions, consolidations, tender offers, purchase of offers and management acquisitions. In mergers and acquisition two companies are involved but in merger two companies are combined in one and in acquisition one usually larger company buys another smaller company. From a legal point of view, a merger is a legal consolidation of two entities into one entity, whereas acquisition occurs when one entity takes ownership of another entity's stock, equity interests or assets. From a commercial and economic point of view, both types of transactions generally results in the consolidation of assets and liabilities and liabilities into one entity and the distinction between a merger and an acquisition is less clear. Even though they are used as synonyms t...