Some small local tech firms have turned to Australian shell companies as a vehicle for going public. Also, convicted Ponzi scheme operator Darren Berg is the focus of an ‘American Greed’ episode; and Microsoft tests a mobile app that lets shift workers manage their schedules.
Syntonic Wireless, a Seattle technology company, was approached this summer by a number of Australian firms hoping to buy the mobile tech business. But the Australian companies weren’t pitching their technology or talented employees as an enticing reason for Syntonic to join them.
Instead, the companies wanted to merge with Syntonic for their most valuable remaining asset — a place on the Australian stock exchange.
Syntonic eventually merged with Pacific Ore Limited, a defunct mining company, in a “reverse takeover.” Syntonic changed the trading symbol to “SYT” and the company, based in Pioneer Square, became publicly traded.
The company’s move, also known as a “reverse IPO,” is the second time in the past year that a Seattle tech business has gone public this way in Australia. Internet of Things software company Buddy Platform merged its way onto the Australian Securities Exchange in December.
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A reverse IPO does not have the hurdles of a traditional IPO, which requires attracting significant new investors and wading through a mountain of legal paperwork.
“It can take a company several weeks to four or five months to complete a reverse merger, whereas the IPO process can take from six to 12 months and cost significantly more,” said Nora Gibson, a partner at Perkins Coie in San Francisco.
The reverse-IPO route can help to raise money, gain the credibility that comes with being a public company and — in Syntonic’s case — establish a presence in a region of the world where business is booming.
“A significant part of our customer base is in Southeast Asia and we needed to have an office in that time zone,” Syntonic co-founder and CEO Gary Greenbaum said. “ … We found listing on the ASX provided us and Syntonic shareholders good favorable economics.”
Syntonic raised about $1.6 million concurrently with its reverse IPO, and also received an equivalent amount held by the shell mining company.
The stock soared nearly 17 percent on the day Syntonic took over in July. (But the shares are still worth only about 3 Australian cents, giving the company a market capitalization of about $22 million U.S.)
The company, which had been considering more traditional venture financing before the reverse IPO, will use the money to hire and expand its reach, Greenbaum said.
Syntonic’s technology allows organizations to sponsor mobile data expenses for consumers so they can use apps without worrying about data limits.
For example, a deal between Syntonic and AT&T last month meant the first 10,000 to sign up received 1 GB of free mobile data while playing “Pokémon Go.”
The service has taken off in Asia, and Syntonic is now working on setting up an office in Australia.
Reverse IPOs gained steam in the Australian market as the mining industry declined and tech companies became desirable.
The trend has leveled off a bit in recent years, said Michael Beaumont, a director at Watson Mangioni Lawyers Pty Limited in Sydney.
Small tech and biotech companies have been attracted to the practice, in part, because it requires less shareholder backing than a traditional listing, Beaumont said.
But it can carry risks if the shell company has “skeletons in its closet,” he said.
Getting listed in Australia also makes it more difficult for U.S. investors to buy and sell the stock because they may not be active or familiar with the international market.
The ASX is cracking down on backdoor listings. Last month, the exchange released new regulations that makes the filing more in line with a traditional IPO.
But Beaumont expects some international companies will still see the advantage in turning to the Australian markets.
“It’s a relatively stable economy,” he said. “We didn’t have a big downturn and our banking system is quite solid.”
A reverse IPO can be an option for a company that has exhausted traditional methods of raising funding to get capital, Gibson said.
It can also be an avenue into an international market. Some Chinese companies entered the U.S. public markets through reverse listings in 2010 and 2011, said Greg Beams, a partner at Ernst & Young in Seattle.
But stricter Securities and Exchange Commission regulations curtailed the activity.
For Dave McLauchlan, CEO of Buddy Platform, the reverse merger was an opportunity for continued growth.
Buddy collects data and monitors connected devices to give Internet of Things companies a better look into their products’ performances.
McLauchlan, who is originally from Australia, said the reverse move produced a good return to Buddy’s investors, which include Microsoft Ventures and the Alliance of Angels.
The company’s stock price has dropped significantly since its debut, from 16 Australian cents in December to 9 last week.
Buddy has been expanding quickly since its listing, acquiring two companies since December.
It is expanding its Australian office, where McLauchlan said hiring is comparable to Seattle.
“The number of people we need to meet in order to make a hiring decision is pretty much the same there as here,” he said. “There are more software developers in Seattle than Sydney, but competition is also much steeper.”
— Rachel Lerman: email@example.com
‘American Greed’ stars fraudster
High-living financial scammer Darren Berg, now doing 18 years in federal prison, has faded from the local headlines six years after his mortgage-buying empire collapsed into bankruptcy and indictments for fraud.
But the sordid saga will be revisited Sept. 8 on CNBC’s “American Greed,” which features a 20-minute look at Berg’s free-spending lifestyle (the posh Mercer Island house, the two yachts, the airplane), his artful chicanery with the Meridian Mortgage funds, and his obsession with building a fleet of high-class tour buses using tens of millions in misappropriated money.
Drawing heavily on reporting at the time by The Seattle Times and Puget Sound Business Journal, American Greed lays out Berg’s history of financial scandal, dating back to college fraternity days at the University of Oregon.
Berg himself is not interviewed — now 54, he’s not due to be released from the low-security federal facility in Lompoc, Calif., for at least a decade. But his boyish charm is on display in a video Meridian recorded showing him making his pitch to potential investors in March 2009. Grinning, he tells them grandiosely, “I’m actually having fun in this economy. … There’s nothing funner than being right.”
In fact, as the show explains, the easy-lending climate and the subsequent Great Recession had played havoc with Berg’s business, and the collapse of Bernie Madoff’s Ponzi scheme would indirectly trigger the collapse of Berg’s as well.
Despite some over-dramatic narration read by actor Stacy Keach, “American Greed” does a good job of explaining the mechanisms involved in Berg’s fraud — for instance, how he fooled auditors by setting up dozens of post-office boxes in the names of people whose mortgage debt he’d supposedly bought.
Speaking up for those defrauded by Berg is perhaps his most famous investor, mystery writer J.A. Jance, who delivers the show’s most memorable line: “How could you be such a lowlife scum?”
— Rami Grunbaum: firstname.lastname@example.org
Microsoft targets workers’ skeds
Microsoft is working on a mobile app targeting deskless shift workers — a market for managing and scheduling work hours that some peg as having huge potential.
The app, code-named Project Sonoma, is being tested by employees at companies that have signed up to participate in the private preview. Other companies targeting that same market include local startup Shyft.
The app “lets employees view and manage their work shifts from their phone. People whose company has signed up to participate during the testing phase can install and use the app,” Microsoft said in a statement. “We can confirm that Project Sonoma has been developed internally by Microsoft from the ground up and is not based on an acquisition.”
Microsoft declined to say whether its app allows workers to swap shifts, as Shyft and similar apps do.
Shyft co-founder and CEO Brett Patrontasch said in an email that Project Sonoma — what he knows of it — “really validates the need for shift workers to have control over their schedules and the challenge this presents to employers as well as workers.
It makes sense that companies who traditionally build products for information workers, will want to transition into the deskless worker space.”
Some see lots of opportunities in the market for employees who don’t have a desk and therefore aren’t tied to a PC.
Kevin Spain, general partner with venture-capital firm Emergence Capital in Silicon Valley, said in an earlier interview that while the market for software for deskbound workers is not going away, there’s a gap for apps that address deskless workers. Those workers, he said, represent 80 percent of employees worldwide and most of them now carry smartphones.
“Over the last 18 months, we have seen a noticeable uptick in applications built specifically for ‘deskless’ workers,” he wrote in a July piece on LinkedIn. “At Emergence, we believe there will be many billion-dollar mobile enterprise companies created to address the deskless worker population.”
— Janet I. Tu: email@example.com