A recent “reverse IPO” by Seattle-based Syntonic is the second time in the past year that a local tech business has gone this route to achieve a stock market listing.
Syntonic, 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 Syntonic to combine with them 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 Seattle’s Pioneer Square neighborhood, became publicly traded.
Syntonic’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 is an established but uncommon way to go public without 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 be a way 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, plans to use the money to hire and expand its reach, Greenbaum said.
Syntonic’s technology allows organizations to sponsor mobile data expenses for consumers as a way for consumers to use apps without worrying about reaching a data limit. For example, a deal between Syntonic and AT&T last month meant the first 10,000 to sign up didn’t have to worry about using data while playing “Pokemon Go” for a while.
The service has taken off in Asia, and Syntonic is now working on setting up an office in Australia.
Reverse IPOs are not uncommon in the Australian market, gaining steam 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 for the practice much more in line with a traditional IPO eliminating some of the advantages.
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 a way for a company that has exhausted traditional ways of raising funding to get capital, Gibson said. It can also be a way 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 the best way to continue growing. Buddy collects data and monitors connected devices to give Internet of Things companies a better look into the performance of their products.
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 this week.
Buddy has been growing 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.”