DEFINITION of Backflip Takeover
A backflip takeover is a rare type of takeover in which the acquirer becomes a subsidiary of the acquired or targeted company after deal completion. The combined entity retains 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.
BREAKING DOWN 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 of 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 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.
Example of a Backflip Takeover
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 fast-growing rival Hotshot Inc. DullCo’s 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 Hotshot’s management want to sell out to a larger, struggling competitor? Probably because Hotshot’s executive team believes it can use DullCo’s huge resources to expand faster than it could on its own. Hotshot’s management is also very likely to bargain for a substantial presence on the Board of Directors and management of the combined entity.