reverse triangular merger

reverse triangular merger
USA
A form of merger in which:
• The buyer forms a subsidiary and that merger subsidiary merges with and into the target company.
• The target company assumes all of the merger subsidiary's assets, rights and liabilities by operation of law.
• The merger subsidiary ceases to exist as a separate entity.
• The target company survives the merger and becomes the buyer's subsidiary.
This is shown in the diagram below:
For more information on mergers, see Practice Notes, Private Mergers: Overview (www.practicallaw.com/0-380-9145) and Public Mergers: Overview (www.practicallaw.com/4-382-2164).
Related terms

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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