For emerging companies, a dual track dilemma

Jun 11, 2012

FORTUNE -- It’s been two months since President Obama signed the JOBS Act into law, and dozens of “emerging companies” already have filed confidential IPO registration papers with the SEC. Some even have emerged from the private vetting process and filed “public” papers (e.g., LegalZoom).

From what I hear, the process has been going smoothly. The SEC has created a secure email system for such issuers, and young, still-private companies get to resolve delicate issues outside of the media’s glare.

But the new option also has created a dilemma for companies that aren’t yet sure if they’d prefer to go public or be acquired. How do you run a dual process when no one knows that you’ve put IPO plans in motion?

For the answer, let’s look at Fleetmatics, a Boston-based provider of GPS tracking applications for commercial fleets. On May 25, the company issued a brief press release which said the following:

FleetMatics Group Limited today announced that it plans to conduct a registered initial public offering of its common stock. The offering is expected to commence after the SEC completes the review process initiated by FleetMatics’ confidential submission on Thursday May 17, 2012 of its draft registration statement.

In other words: “Hey potential acquirers, we’re open to talking.”

Clever workaround. Should be interesting to see if others follow in Fleetmatics’ footsteps.

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