Reverse Takeover (RTO) Consulting in Canada

A Reverse Takeover can provide a private company with a route to becoming publicly traded through a transaction with an existing reporting issuer. The structure, exchange requirements and review process depend on the specific transaction and issuer. ITB helps management evaluate whether an RTO is suitable and coordinate the work required to advance the transaction.

ITB supports private companies considering a Canadian reverse takeover by helping management evaluate transaction fit, structure the work plan, coordinate shell diligence and manage the legal, audit, financing, disclosure, shareholder-distribution and exchange workstreams. ITB acts as a management consultant and transaction coordinator, not as legal counsel, auditor or investment dealer.

When an RTO May Fit

An RTO may be considered where a company wants a public-market transaction that uses an existing reporting issuer rather than a conventional IPO process. The decision should take into account the target issuer, capital structure, liabilities, shareholder distribution, valuation, financing requirements, exchange considerations and transaction readiness.

RTO Transaction Planning

ITB can help management define the transaction plan, identify key dependencies, organize the deal team and coordinate the principal workstreams from initial assessment through exchange review and closing.

Shell Due Diligence & Structure

Potential reporting issuers or shell companies should be evaluated carefully. ITB can assist with commercial screening and transaction fit, while legal, accounting and other professional diligence is completed by the appropriate advisers. See our RTO shell companies service.

Deal Team & Exchange Coordination

ITB works alongside management, legal counsel, auditors, financing professionals and other specialists to keep the transaction workstreams coordinated and the responsibilities clear. Transaction planning can also involve RTO valuation considerations and capital and financing strategy.

Comparing RTO, IPO and CPC/QT Paths

Where more than one route may be available, ITB can help management compare the commercial and execution considerations. For detailed education, see reverse takeovers in Canada and Capital Pool Companies and Qualifying Transactions. Where TSXV requirements are relevant, consult the TSXV Corporate Finance Manual policies.