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DEFINITION of 'Backflip Takeover'

An uncommon type of takeover in which the acquirer becomes a subsidiary of the acquired or
targeted company, with business after the takeover conducted in the name of the acquired
company. A backflip takeover gets its name from the fact that it runs counter to the norm of a
conventional acquisition, where the acquirer is the surviving entity and the acquired company
becomes a subsidiary of the acquirer.
While the acquired company's assets are subsumed into the acquiring company, control of the
combined entity is generally in the hands of the acquirer.

INVESTOPEDIA EXPLAINS 'Backflip Takeover'


While companies may consider a backflip takeover for a number of valid reasons, a common
motive for such a structure is much stronger brand recognition and goodwill for the target
company than the acquirer in their major markets.
Often, the acquirer may be struggling with problems of its own. For instance, the acquirer may
be a hitherto sizeable and successful company that has had its image tarnished by one or more
negative issues such as a large product recall, well-publicized product deficiencies, accounting
fraud and so on. These issues may significantly impede its future business prospects, leading it to
consider other options for its long-term survival and success. One of these options is to acquire a
rival company that has complementary businesses and sound prospects, but which needs
significantly more financial and operational resources to expand than it could raise on its own.
For example, DullCo is a large company that has fallen on relatively hard times because the
massive recall of one of its biggest-selling products has hurt its finances and caused large-scale
customer defections. Management decides that its brand has suffered irreparable damage, and
decides to use its financial resources which are still substantial to acquire smaller and fastgrowing rival Hotshot Inc. DullCos management also decides that business after the completed
takeover will be conducted under the Hotshot name, which will be the surviving entity, with
DullCo becoming a Hotshot subsidiary.
Why would Hotshots management want to sell out to a larger, struggling competitor? Probably
because Hotshots executive team believes it can use DullCos huge resources to expand faster
than it could on its own. Hotshots management is also very likely to bargain for a substantial
presence on the Board of Directors and management of the combined entity.

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