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Good afternoon.

Please visit Gerbsman Partners updated website –http://gerbsmanpartners.com

At Gerbsman Partners we seek to continue to “earn the right” to assist venture and private equity investors and senior lenders maximize and monetize value of their challenging and under-performing companies.

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 107 technology, medical device, life science, solar, fuel cell, cyber security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.

As always and if appropriate, the team and I are available to strategize and develop action plans.
Best regards, be healthy and be safe
Steve

 

 

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of BioInspire Technologies, Inc.

Further to Gerbsman Partners sales letter of March 26, 2019 regarding the sale of certain assets of BioInspire Technologies, Inc. (“BioInspire”), I am attaching BioInspire’s Data Room due diligence information list, additional information regarding the Assets and Intellectual Property of BioInspire for interested parties bidding on the assets and IP of BioInspire and a draft Asset Purchase Agreement (“APA”).

Prior to the bid date of April 22, 2019, I would encourage and recommend that all interested parties have their counsel speak with Martin Waters Esq., counsel to BioInspire, to discuss any questions or comments of a legal nature relating to the transaction.   Marty is available at 858 350 2308.   Mwaters@wsgr.com

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

Ken, Dennis and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Any and all the assets of BioInspire will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by BioInspire Technologies, Inc. (www.bioinspiretechnologies.com) to solicit interest for the acquisition of all, or substantially all, the assets of BioInspire Technologies, Inc.

 

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to BioInspire’s Assets has been supplied by BioInspire.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by BioInspire, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

BioInspire, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of BioInspire’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the BioInspire Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of BioInspire or Gerbsman Partners.  Without limiting the generality of the foregoing, BioInspire and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the BioInspire Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the BioInspire Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of BioInspire Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither BioInspire nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the BioInspire Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Monday, April 22, 2019 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at BioInspire’s office, located at 2468 Embarcadaro Way, Palo Alto California 94303.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $100,000 (payable to BioInspire, Inc.).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

BioInspire reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

BioInspire will require the successful bidder to close within 7 business days.  Any or all of the assets of BioInspire will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the BioInspire Assets shall be the sole responsibility of the successful bidder and shall be paid to BioInspire at the closing of each transaction.

For additional information, please see below and/or contact:

 

Steven R. Gerbsman                                                                                                     

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

ken@gerbsmanpartners.com

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of BioInspire Technologies, Inc.

Further to Gerbsman Partners sales letter of March 26, 2019 regarding the sale of certain assets of BioInspiret Technologies, Inc. (“BioInspire”), I am attaching BioInspire’s Data Room due diligence information list and additional information regarding the Assets and Intellectual Property of BioInspire for interested parties bidding on the assets and IP of BioInspire,

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

Ken, Dennis and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

I will be sending out a draft Asset Purchase Agreement “APA” next week prior to the bid date of April 22, 2019.

Any and all the assets of BioInspire will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by BioInspire Technologies, Inc. (www.bioinspiretechnologies.com) to solicit interest for the acquisition of all, or substantially all, the assets of BioInspire Technologies, Inc.

 

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to BioInspire’s Assets has been supplied by BioInspire.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by BioInspire, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

BioInspire, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of BioInspire’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the BioInspire Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of BioInspire or Gerbsman Partners.  Without limiting the generality of the foregoing, BioInspire and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the BioInspire Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Igenica Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of BioInspire Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither BioInspire nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the BioInspire Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Monday, April 22, 2019 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at BioInspire’ s office, located at 2468 Embarcadaro Way, Palo Alto California 94303.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $100,000 (payable to BioInspire, Inc.).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

BioInspire reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

BioInspire will require the successful bidder to close within 7 business days.  Any or all of the assets of BioInspire will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the BioInspire Assets shall be the sole responsibility of the successful bidder and shall be paid to BioInspire at the closing of each transaction.

For additional information, please see below and/or contact:

 

Steven R. Gerbsman                                                                                                     

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

ken@gerbsmanpartners.com

IMG
Silicon Valley Venture Capital Survey – Fourth Quarter 2018
Full Analysis
By Cynthia Clarfield Hess, Mark A. Leahy and Khang Tran

View the full report.

Background
We analyzed the terms of 234 venture financings closed in the fourth quarter of 2018 by companies headquartered in Silicon Valley. We found that valuation results are at multiple-year highs. Our data also show a steep decline in the use of multiple liquidation preferences.

Key Findings
Valuation Results Hit Multiple-Year Highs
Valuation results in the fourth quarter of 2018 improved upon the already strong levels recorded in the prior quarters of the year and are at three-year highs.

All Financing Series on the Rise
Stronger valuation results compared to the prior quarter were recorded across each series of financing.

Software Industry Scores Strongest Valuations
The software industry recorded the strongest valuation results in Q4 2018, with an average price increase of 118% and a median price increase of 58%, both significantly higher compared to the prior quarter.

Full Report

SALE OF BioInspire Technologies, Inc.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by BioInspire Technologies, Inc. (www.bioinspiretechnologies.com) to solicit interest for the acquisition of all, or substantially all, the assets of BioInspire Technologies, Inc. 

BioInspire Technologies (BioInspire) is a privately held biotechnology company located in Palo Alto, California, founded in 2009. BioInspire has developed a bioabsorbable, drug eluting implant for targeted drug delivery with initial focus in the ENT market.  The acquisition of BioInspire enables immediate access to proprietary technology and preclinical combination products.

BioInspire has a patent portfolio that consists of eight (8) US patents covering broad claims covering product formulation, indications, manufacturing and methods of delivery.  These cover multiple applications in the pipeline.

BioInspire has developed: 

  • A novel technology for targeted drug delivery via a protein based, bioabsorbable implant, SinuBand
  • Techniques for manufacture and testing of the SinuBand implant
  • Approved 510(k) for the SinuBand implant (w/o API)
  • Eight (8) US patents with pending applications in EU
  • Patented delivery method for ENT applications

BioInspire has no recurring revenues, product or collaboration related. Its value lies in the preclinical and clinical assets produced by its underlying and proprietary technology.

 

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to BioInspire’s Assets has been supplied by BioInspire.  It has not been independently investigated or verified by Gerbsman Partners or its agents.Potential purchasers should not rely on any information contained in this memorandum or provided by BioInspire, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

BioInspire, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of BioInspire’s or Gerbsman Partners’ negligence or otherwise.  

Any sale of the BioInspire Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of BioInspire or Gerbsman Partners.  Without limiting the generality of the foregoing, BioInspire and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the BioInspire Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

Historical Company Information

BioInspire was founded to develop novel technologies to address targeted therapeutics via resorbable stint/implant technology.  Initial development focused on the cardiovascular market.  Later focus transitioned to ENT markets for clinical success.

SinuBand FP Sinus Implant is a two-sided, sterile, single-use, bioresorbable dressing (Figure 1) that is applied after ethmoidectomy performed as part of endoscopic sinus surgery (ESS).  The implant matrix is made from Fibrinogen Concentrate (Human), Polyethylene Glycol 400, Calcium Chloride Dihydrate and Riboflavin.  Each implant contains 300-1200 µg fluticasone propionate (FP), an intranasal corticosteroid.  Implants are two-sided with a white side to be placed against the mucosa and a yellow side containing a colorant (riboflavin), so that it is visible while it is being positioned on the sinus mucosa.  The implant is pre-loaded in a single-use, disposable delivery tool for ease of insertion and positioning in the post-surgical ethmoid sinus.  SinuBand FP Sinus Implant has a preliminary classification by the Office of Combination Products (OCP) as a biologic (BLA) combination product with biologic (Fibrinogen Concentrate [Human]), drug (FP) and device (delivery tool) constituent parts.

SinuBand FP is an implant that is to be used as a sinus dressing following ESS.  A delivery tool pre-loaded with the implant is part of the product configuration to ease insertion of the implant through the nasal passage and placement on the ethmoid sinus surface.  The dimensions of each implant to be inserted into the sinus are 2 cm x 0.9 cm with thickness < 0.5 mm.

 

BioInspire Company Profile

BioInspire Technologies (BioInspire) developed SinuBand FP (Fluticasone Propionate), a sinus implant intended for use following ethmoid sinus surgery to maintain sinus patency and serve as an adhesion barrier.  The product reduces surgical edema and inflammation following ESS.  SinuBand FP is a combination product with biologic (Fibrinogen Concentrate [Human]), drug (FP) and device (delivery tool) constituent parts.

The biologic component, Fibrinogen Concentrate, provides the structural matrix for the implant, similar to the use of a synthetic polymer in traditional nasal/sinus packing materials.  Fibrinogen was chosen as the optimal material for the SinuBand products for several reasons:

  • It can be formulated to create a solid, non-adherent film when dry with sufficient mechanical strength to allow ease of delivery.
  • It conforms to and creates a barrier on the surface of the tissue while maintaining patency of the sinus; it does not obstruct breathing or normal post-operative sinus drainage.
  • It is fully biocompatible and bioresorbable within the early post-operative period.

 

Impact of Technology on the Market and Why BioInspire Assets are Attractive

SinuBand Nasal Dressing: Cleared 510(k):

BioInspire’s SinuBand Nasal/Sinus Dressing is a Class I device that was cleared on July 27, 2016 under premarket notification review (K160101) by the Center for Devices and Radiological Health (CDRH).  SinuBand is indicated for use in patients undergoing nasal/sinus surgery as a space-occupying dressing to separate mucosal surfaces and prevent formation of adhesions (SinuBand 510 (k) Summary).

SinuBand addresses Unmet Clinical Need

Intranasal steroids (sprays) are first-line therapy but poor compliance limits usage and effectiveness.  Also, nasal sprays are unable to reach sinuses for full therapeutic impact.  The alternative, oral steroids, are effective but have severe side-effects.  Intranasal steroids can be used for surgical management Surgical Management.  However, the underlying inflammatory disease continues.  Post-surgical polyps and adhesion result in interventions.  Medical therapy limitations apply to post-op care.  SinuBand fills this unmet need by providing directed therapeutic impact via effective drug delivery as a vehicle to manage mucosal inflammation.  The highly conformable film adheres to any wound or mucosal surface.  SinuBand elutes fluticasone propionate post application and fully resorbs.

BioInspire’s Assets

  • Intellectual Property
  • Preclinical and safety studies have been completed on the SinuBand FP product demonstrating safety and efficacy
  • Clinical feasibility via a controlled, randomized, partially double blinded study
  • Techniques for manufacture and testing of the SinuBand implant

Development Pipeline

Initial pipeline focus is on optimizing steroid delivery in post-surgical and then allergic rhinitis applications.  Multiple FDA pre-sub interactions have improved clarity on the post-surgical regulatory path.  There is significant potential for expanding indications to other ENT and non-ENT indication

The assets of BioInspire will be sold in whole or in part (collectively, the “BioInspire Assets”). The sale of these assets is being conducted with the cooperation of BioInspire.  BioInspire and its consultants will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Igenica Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of BioInspire Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither BioInspire nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the BioInspire Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Monday, April 22, 2019 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Igenica’s office, located at 863A Mitten Road Ste. 100B2, Burlingame, California 94010.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $100,000 (payable to BioInspire, Inc.).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

BioInspire reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission. 

BioInspire will require the successful bidder to close within 7 business days.  Any or all of the assets of Igenica will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the BioInspire Assets shall be the sole responsibility of the successful bidder and shall be paid to BioInspire at the closing of each transaction.

 

For additional information, please see below and/or contact:

Steven R. Gerbsman                                                                                   

steve@gerbsmanpartners.com                                  

 

Kenneth Hardesty

ken@gerbsmanpartners.com

         The Real Miss America

There’s a Proud Papa out there somewhere.
[missamerica.jpg]

This 19 year old ex-cheerleader now an Air Force Security Forces Sniper, was watching a road in Pakistan that led to a NATO military base when she observed a man digging by the road. She engaged the target (she shot the bastard).

It turned out he was a bomb maker for the Taliban, and he was burying an IED that was to be detonated when a U.S. patrol walked by 30 minutes later. It would have certainly killed and wounded several soldiers.

The interesting fact of this story is the shot was measured at 725 yards. She shot him as he was bent over burying the bomb. The shot went through his rectum and into the bomb which detonated; he was blown to pieces. The Air Force made a motivational poster of her. (Folks, that’s a shot 25 yards longer than seven football fields) and the last thing that came out of his mouth … was his ass!

If You Can Not Stand Behind Our Troops, please Feel Free To Stand In Front Of Them! If you agree with this email, send it on! Remember Freedom is a great thing!!!

But freedom is not free….

Urah!!!!!!!!!!!!!

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of TrueFacet. Inc.

Further to Gerbsman Partners sales letter of February 20,2019 regarding the sale of certain assets of TrueFacet, Inc. (“TrueFacet”), I am attaching a link below for updated information in a power point regarding the Assets and Intellectual Property of TrueFacet for interested parties bidding on the assets and IP of TrueFacet, TrueFacet’s Data Room due diligence information list, a draft Asset Purchase Agreement (“APA”) and a detail list of TrueFacet’s Assets to be used when bidding.

https://www.dropbox.com/s/fra03q5w3p2ozmg/TF_Deck_2019.pdf?dl=0

Prior to the bid date of March 22, 2019, I would encourage and recommend that all interested parties have their counsel speak with Salil Gandhi Esq., counsel to TrueFacet, to discuss any questions or comments of a legal nature relating to the transaction.   Salil is available at 212 813 8866 salilgandhi@goodwinlaw.com.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

Ken, Dennis and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Any and all the assets of TrueFacet will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by TrueFacet (https://www.truefacet.com) to solicit interest for the acquisition of part or substantially all of TrueFacet’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “TrueFacet Assets”).

 

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the TrueFacet Assets has been supplied by TrueFacet. It has not been independently investigated or verified by Gerbsman Partners, its agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by TrueFacet or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

TrueFacet and Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, completeness and reasonableness of any information provided in connection herewith and (ii) do not accept liability for the information provided in connection herewith, including information contained in this memorandum, whether that liability arises by reasons of TrueFacet’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the TrueFacet Assets will be made on an “as-is, where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of TrueFacet and Gerbsman Partners. Without limiting the generality of the foregoing, TrueFacet and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the TrueFacet Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of TrueFacet since such date.  Neither TrueFacet nor Gerbsman Partners, or their respective staff, agents and attorneys, undertakes any obligation to update any information contained herein.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the TrueFacet Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of TrueFacet or Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and TrueFacet and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of all or part of the TrueFacet Assets. Each sealed bid must be submitted so that it is received by the Company no later than Tuesday, March 22, 2019 at 3:00pm Eastern Daylight Time (the “Bid Deadline”) at TrueFacet’s office, located at 530 7th Avenue # 1502, New York, NY. 10018.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to TrueFacet, Inc.).  The deposit should be wired to TrueFacet’s attorneys (information will be provided).  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by TrueFacet counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

TrueFacet is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, TrueFacet reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

TrueFacet will require the successful bidder to close within 7 business days from the Bid Deadline. Any or all of the assets of TrueFacet will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or other taxes, if any, relating to the sale of the TrueFacet Assets shall be the sole responsibility of the successful bidder and shall be paid to TrueFacet at the closing of each transaction. 

For additional information, please see below and/or contact: 

 

Steven R. Gerbsman                                           

steve@gerbsmanpartners.com 

 

Ken Hardesty

ken@gerbsmanpartners.com