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The Advantages of a “Date-Certain M&A Process” over an “Assignment for the Benefit of Creditors – ABC” 

Apart from a formal bankruptcy (Chapter 7 or 11), there are two basic approaches to maximizing enterprise value for underperforming and/or under-capitalized technology, life science, medical device, digital marketing, information & cyber security and solar companies and their Intellectual property:  “Date-Certain M&A Process” and an Assignment for the Benefit of Creditors (ABC).

Both of these processes have significant advantages over a formal bankruptcy in terms of speed, cost and flexibility. Gerbsman Partners’ experience in utilizing a “Date Certain M&A Process” has resulted in numerous transactions that have maximized value anywhere from two to nine times what a normal M&A process or “ABC” would have generated for distressed assets. With a “Date-Certain M&A Process”, the company’s Board of Directors hires a crisis management/private investment banking firm (“advisor”) to wind down business operations in an orderly fashion and maximize value of the IP and tangible assets.

The advisor works with the board and corporate management to:

  1. Focus on the control, preservation and forecasting of CASH.
  1. Develop a strategy/action plan and presentation to maximize value of the assets, including drafting sales materials, preparing information due diligence war-room, assembling a list of all possible interested buyers for the IP and assets of the company, and identifying and retaining key employees on a go-forward basis.
  1. Stabilize and provide leadership, motivation and morale to all employees.
  1. Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest. The company’s attorney prepares very simple “as is, where is” asset-sale documents (“as is, where is – no reps or warranties” agreements is very important as the board of directors, officers and investors typically do not want any additional exposure on the deal). The advisor then contacts and follows-up systematically with all potentially interested parties (customers, competitors, strategic partners, vendors and a proprietary distribution list of equity investors, investment bankers and lawyers in Europe, Israel, China, Australia, India and the US). It also includes the coordination of their interactions with company personnel and the arrangement of on-site visits. Typical terms for a “Date Certain M&A” asset sale include no representations and warranties, a sales date typically three to four weeks from the point that sale materials are ready for distribution (based on available CASH), a significant cash deposit in the $200,000 range to bid, and a strong preference for cash consideration and the ability to close the deal in 7 business days. Date Certain M&A terms can be varied to suit needs unique to a given situation or corporation. For example, the Board of Directors may choose not to accept any bid or to allow parties to re-bid if there are multiple competitive bids and/or to accept an early bid.
  1. The typical workflow timeline, from hiring an advisor to transaction close and receipt of consideration is five to six weeks. Such timing may be extended if circumstances warrant. Once the consideration is received, the restructuring/insolvency attorney then distributes the consideration to creditors and shareholders (if there is sufficient consideration to satisfy creditors) and takes all necessary steps to wind down the remaining corporate shell, typically with the CFO, including issuing W-2 and 1099 forms, filing final tax returns, shutting down a 401K program, D&O insurance and dissolving the corporation etc.

The advantages of this approach include the following:

Speed – The entire process for a “Date Certain M&A Process” can be concluded in five to six weeks. Creditors and investors receive their money quickly. The negative public relations impact on investors and board members of a drawn-out process is eliminated. If circumstances require, this timeline can be reduced to as little as two weeks, although a highly abbreviated response time will often impact the final value received during the asset auction.

Reduced Cash Requirements – Given the Date Certain M&A Process’ compressed turnaround time, there is a significantly reduced requirement for investors to provide cash to support the company during such a process.

Value Maximized – A company in wind-down mode is a rapidly depreciating asset, with management, technical team, customer and creditor relations increasingly strained by fear, uncertainty and doubt. A quick process minimizes this strain and preserves enterprise value. In addition, the fact that an auction will occur on a specified date usually brings all truly interested and qualified parties to the table and quickly flushes out the ‘tire-kickers.’ In our experience, this process tends to maximize the final value received.

Cost – Advisor fees consist of a retainer plus an agreed percentage of the sale proceeds. Legal fees are also minimized by the extremely simple deal terms. Fees, therefore, do not consume the entire value received for corporate assets.

Control – At all times, the board of directors retains complete control over the process. For example, it can modify the auction terms or even discontinue the auction at any point, thus preserving all options for as long as possible.

Public Relations – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

Clean Exit – Upon closing of the auction, considerations received are distributed and the advisor, under the leadership of the insolvency counsel, then takes all remaining steps to effect an orderly shut-down of the remaining corporate entity. To this end, the insolvency counsel then takes the lead on all orderly shutdown items.

In an Assignment for the Benefit of Creditors (ABC), the company (assignor) enters into a contract by which it transfers all rights, titles, interests, custody and control of all assets to an independent third-party trustee (Assignee). The Assignee acts as a fiduciary for the creditors by liquidating all assets and then distributing the proceeds to the creditors. We feel that an ABC is most appropriate in a situation with one or more highly contentious creditors, as it tends to insulate a board of directors from the process. Nevertheless, we have found that most creditors are rational and will support a quick process designed to maximize the value that they receive. A good advisor will manage relationships with creditors and can often successfully convince them that a non-ABC process is more to their advantage. Apart from its one advantage of insulating the board of directors from the process, an ABC has a number of significant disadvantages, including:

Longer Time-to-Cash – Creditors and investors will not receive proceeds for at least 7 months (more quickly than in a bankruptcy but far slower than with a “date-certain” auction).

Higher Cost – Ultimately, ABCs tend to be more expensive than a “Date-Certain M&A Process”. It is not uncommon for the entire value received from the sale of company assets to be consumed by fees and/or a transaction for maximizing value may not be consummated in a timely fashion.

Loss of Control – Once the assets are assigned to the independent third-party trustee, the board of directors has no further control over the process. It cannot modify the process in any way or discontinue the process. Thus, it is not possible to explore multiple options in parallel.

Higher Public Relations Profile – The longer time frame for the ABC process and the more formal (and public) legal nature of an ABC make it more difficult to put a positive spin on the final outcome.

Messy Exit – Most independent third-party trustees do not perform the services of cleanly shutting down the remaining corporate shell. Thus, investors must either pay another party to do this job or leave it undone, resulting in increased liability.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 116 technology, medical device, life science, digital marketing, information & cyber security and solar 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, 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, Virginia/Washington DC, Boston, Miami, Europe and Israel.

Listen again and again – be proud, be brave, be thankful – GOD BLESS AMERICA

Update to “The Bidding Process, Procedures for the SALE of Galtronics Vietnam Dai Dong Assets.”

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam, including its fixed assets, technology equipment, real estate lease and associate Intellectual Property (“IP”), in whole or in part (collectively, the “Galtronics Vietnam Assets”).  Interested parties can bid separately on the SMT line, Orbit Compact Range and/or Real Estate.  Also, please see attached a draft Asset Purchase Agreement (“APA”).

Invested to date– Galtronics Vietnam has invested approximately $9.5 million including building improvements and equipment.

Key Equipment items

  • SJ Inno Tech SMT line that has been tested and qualified, but not run any production yet.
  • Orbit Compact range system from Microwave Vision Group with LGF Feeds, Wideband, Dual-pol LGF-150, LGF-300 & LGF-1800 (1.5-3 GHz, 3-6 GHz, 18-40 GHz) and a 1.8 meter quiet zone.  Orbit will install the system for the new buyer and extend all warranties beginning at commissioning the system.
  • Quality/ Reliability testing equipment including vibration testing, salt spray, temperature and humidity chamber, thermal shock chamber, and drop testing station.

Building

  • 9965 sq metres of leased newly remodeled manufacturing and office space.  Ten year lease running through 2029, current yearly rate of $34.53 per square meter.  Landlord willing to work to reassign the lease. 

Please see attached detail Baylin Vietnam sales letter, to include detail information of equipment and building, equipment list, NDA and “APA”.

Also, please click on link to review specific information in the Baylin Vietnam Data Room GTD Data Room  These include a detail slide power point, detail equipment list, pictures of facility and SMT line information zip file.

I would encourage and recommend that all interested parties have their counsel speak with Philip Mohtadi, Esq. General Counsel and Corporate Secretary, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Philip is available at 1 647 291 7525 philip.mohtadi@baylintech.com .  It is also recommended that the “APA” be submitted with any bid.


IMPORTANT LEGAL NOTICE:  

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 the Baylin Vietnam  Assets has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

Potential purchasers should not rely on any information contained in this memorandum or provided by Baylin, 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.

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam 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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available 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 non-disclosure agreement (attached hereto as Exhibit A) before they will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam assets, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Assets, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 the Baylin Vietnam Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 22, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Baylin Vietnam Asset schedule and lease information may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, 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. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder.

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

Steven R. Gerbsman                                                                             

                                              

steve@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

Update to “The Bidding Process, Procedures for the SALE of Galtronics Vietnam Dai Dong Assets.”

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam, including its fixed assets, technology equipment, real estate lease and associate Intellectual Property (“IP”), in whole or in part (collectively, the “Galtronics Vietnam Assets”).  Interested parties can bid separately on the SMT line, Orbit Compact Range and/or Real Estate

Invested to date– Galtronics Vietnam has invested approximately $9.5 million including building improvements and equipment.

Key Equipment items

  • SJ Inno Tech SMT line that has been tested and qualified, but not run any production yet.
  • Orbit Compact range system from Microwave Vision Group with LGF Feeds, Wideband, Dual-pol LGF-150, LGF-300 & LGF-1800 (1.5-3 GHz, 3-6 GHz, 18-40 GHz) and a 1.8 meter quiet zone.  Orbit will install the system for the new buyer and extend all warranties beginning at commissioning the system.
  • Quality/ Reliability testing equipment including vibration testing, salt spray, temperature and humidity chamber, thermal shock chamber, and drop testing station.

Building

  • 9965 sq metres of leased newly remodeled manufacturing and office space.  Ten year lease running through 2029, current yearly rate of $34.53 per square meter.  Landlord willing to work to reassign the lease. 

Please see attached detail Baylin Vietnam sales letter, to include detail information of equipment and building, equipment list and NDA. 

Also, please click on link to review specific information in the Baylin Vietnam Data Room GTD Data Room  These include a detail slide power point, detail equipment list, pictures of facility and SMT line information zip file.


IMPORTANT LEGAL NOTICE:  

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 the Baylin Vietnam  Assets has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

Potential purchasers should not rely on any information contained in this memorandum or provided by Baylin, 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.

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam 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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available 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 non-disclosure agreement (attached hereto as Exhibit A) before they will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam assets, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Assets, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 the Baylin Vietnam Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 22, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Baylin Vietnam Asset schedule and lease information may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, 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. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder.

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

Steven R. Gerbsman                                                                             

                                                     

steve@gerbsmanpartners.co

Kenneth Hardesty

ken@gerbsmanpartners.com

SALE of Galtronics Vietnam Dai Dong Assetsd

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam, including its fixed assets, technology equipment, real estate lease and associate Intellectual Property (“IP”), in whole or in part (collectively, the “Galtronics Vietnam Assets”).  

Invested to date– Galtronics Vietnam has invested approximately $9.5 million including building improvements and equipment.

Key Equipment items

  • SJ Inno Tech SMT line that has been tested and qualified, but not run any production yet.
  • Orbit Compact range system from Microwave Vision Group with LGF Feeds, Wideband, Dual-pol LGF-150, LGF-300 & LGF-1800 (1.5-3 GHz, 3-6 GHz, 18-40 GHz) and a 1.8 meter quiet zone.  Orbit will install the system for the new buyer and extend all warranties beginning at commissioning the system.
  • Quality/ Reliability testing equipment including vibration testing, salt spray, temperature and humidity chamber, thermal shock chamber, and drop testing station.

Building

  • 9965 sq metres of leased newly remodeled manufacturing and office space.  Ten year lease running through 2029, current yearly rate of $34.53 per square meter.  Landlord willing to work to reassign the lease.

Selling entity – Galtronics Vietnam Dai Dong Company Limited.

Please see in the detail sales letter attached detail information on the Baylin Vietnam Assets and Real Estate.  Additional information is available in the online due diligence room.



Galtronics, established in 1978 in Israel, designs and manufactures innovative wireless antenna solutions for its customers. Galtronics antennas and products are custom engineered to meet specifications for customers’ embedded, infrastructure and mobile wireless infrastructure needs. Embedded antenna products enable connectivity for customers, including traditional cable companies that have involved multiple system operators, and are used in many other applications, from automotive solutions and public safety applications to internet of things (“IoT”).

Infrastructure products include distributed antenna systems (“DAS”), base station antennas (“BSA”), and small cells. Galtronics also has a long history of 4G and 5G antenna solutions for mobile phone manufacturers. Since its establishment, the Galtronics business has grown into an international platform with operations in North America and Asia.


IMPORTANT LEGAL NOTICE: 

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 the Baylin Vietnam  Assets has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

Potential purchasers should not rely on any information contained in this memorandum or provided by Baylin, 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.

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam 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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available 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.

VIETNAM LOCATION HISTORY

Based in Bac Ninh Province, Vietnam, Galtronics Vietnam is a part of the Galtronics business line of Baylin, a leading radio frequency technology company that researches, designs, develops, manufactures, and sells passive and active radio frequency (“RF”) products, terrestrial microwave products and services. 

In 2019, Galtronics Vietnam was selected to supply a Tier 1 network equipment provider with 3.5GHz Massive MIMO Unit (“MMU”) antenna modules. COVID impacted Asia earlier than it did other parts of the developed world. By March of 2020, Vietnam and several other Asia Pacific countries had imposed severe travel restrictions and facility lockdowns. While the leasehold improvements were completed, not all of the capital programs were finished before the lockdowns and restrictions were implemented. Over the course of the delays, the Tier 1 network equipment provider’s sales of its MMU product softened significantly. This led the customer to lower its sales forecasts, as well as to redesign the product to reduce its complexity.

In February 2021, the Baylin board of directors made the decision to replace the CEO and CFO with new leadership. In June 2021, Leighton Carroll was named the CEO of Baylin technologies. In January 2022, Dan Nohdomi was named the CFO of Baylin technologies. As part of the new mandate, the board asked management to evaluate strategic alternatives for the GTD facility.  Galtronics new management team concluded that the facility would not enter production for its intended purpose and have decided to liquidate the assets of the Galtronics Vietnam Dai Dong facility.

SUMMARY OF CORPORATE INFORMATON

Baylin Technologies is a multination technology company headquartered in Toronto, Ontario, Canada. Baylin consists of four discreet operating business – Mobile, Embedded, Infrastructure, and Satcom. Baylin’s operating companies are typically run by a division president and have operations/headquarters in multiple different countries depending on the business unit.

Mobile, operating under the brand name Galtronics, is headquartered in Suwon, South Korea and has offices in Bupyeong, South Korea as well as two Vietnamese facilities one in Bac Ninh, and the other in Dai Dong. The primary function of the Mobile business is to operate as a CM/ODM to manufacture mobile antennas for Samsung worldwide. The primary customer is Samsung Mobile also in Suwon.

Embedded, also operating under the brand name Galtronics, is headquartered in Tempe, Arizona with a shared manufacturing facility in Wuxi, China. The primary business of embedded is custom engineered and manufactured antennas for home automation, automotive, and public safety applications. Customers include AT&T, Verizon, Google, Charter, Netgear, L3 Harris, and many more.

Infrastructure, the last unit under the Galtronics brand, is headquartered in Ottawa, Ontario, Canada with shared facilities in Tempe, Arizona and Wuxi, China. Infrastructure designs and manufactures macro cell tower antennas, outdoor small cells, venue wireless solutions, and in-building wireless products. Customers include AT&T, Verizon, T-Mobile, Rogers, Bell, Telus, and many more.

Target Market:

  1. Any company looking for prime manufacturing space in Vietnam.

2. PCBA companies looking to expand. 

3.Testing and Design companies looking for state of the art equipment.

     4. Electronic ODM or CM looking for move in ready equipment and space near Hanoi.

Why the Baylin Vietnam Assets are Attractive

Attractive Area  – Located close to Hanoi with easy access to all modes of transportation.  Surronded by industrial areas providing access to many national and international customers.  Accessible workforce that as of 2020, hourly factory workers in Vietnam made $2.99 per hour, versus $6.50 per hour in China. Since 2016, the average increase in hourly wages per year in China is more significant than the increase in Vietnam. 

Best in Class Technology – SMT Line and Compact Range System are best in class technology for electrical assembly and RF testing including mmWave.  Building is move in ready.  The equipment which has not been run in production is stored so that it is still in “new” condition.  Compact Range key components still in their original packaging.

Management Team at Baylin / Galtronics Asia Pacific (for information purposes only:

Leighton Carroll, Chief Executive Officer

Leighton was appointed CEO of Baylin in June 2021 and brings over 25 years of corporate technology leadership experience, including wireless network, engineering, and software development. As President of QuadGen Wireless, a national telecommunications services engineering firm, Leighton led the company to sustained growth and customer diversification, to ultimately overseeing QuadGen’s successful acquisition by MasTec. Leighton worked with AT&T for 18 years in various executive roles including leading the Merger and Integration organization for wireless.He is a graduate of Virginia Tech and has executive education from Harvard Business School, the Wharton Business School, and the MIT Sloan School of Business.

Dan Nohdomi, Senior Vice President and Chief Financial Officer

Dan joined Baylin as CFO in January of 2022 bringing more than twenty years of senior financial leadership experience to the Company including US and international roles. His prior experience includes working for a publicly listed Canadian asset management company, an asset-based lender and specialty finance company, a private debt fund.. He is a Chartered Professional Accountant and holds an MBA from Cornell University.

Philip Mohtadi, General Counsel, Baylin Technologies

Philip is a business-focused lawyer and before joining Baylin in 2019 he was general counsel at one of Canada’s iconic retailers (Sears Canada) and prior to that was in private practice at one of Canada’s leading law firms (Torys). Philip has over 30 years’ experience in a broad range of corporate and commercial matters, including specific expertise in securities, finance, mergers and acquisitions, corporate restructurings and public company governance. LLB The University of Western Ontario.

Mike Moon, President, Asia Pacific

Mr. Moon joined Galtronics in July 2014 moving from his thirty year career with Samsung in which he held increasingly senior roles culminating as President of Samsung Electro-Mechanics America and Vice President for Samsung Electro-Mechanics Corporate in Korea. As seasoned mobile technology sales and marketing executive, Mr. Moon brings multicultural and multilingual experience to the Galtronics team. Mr. Moon is noted for his sales and leadership capabilities as well as his extensive network of contacts in the antenna and components marketplace

Mark Waddell, Vice President Global Manufacturing

Mr. Waddell joined Galtronics as General Manager in September 2016 to lead the manufacturing operations in China. Mark previously worked for ten years  with Meadwestvaco/WestRock in various operations positions both in the USA and China. Prior to that, Mark worked for Mann Edge Tool Company for 17 years, most of those as VP of Sales and President.  Mark holds a degree in Mechanical Engineering from Bucknell University in Pennsylvania.

Denis Lee, Vice President and General Manager, Galtronics Vietnam

Mr. Lee joined Galtronics in 2004 as a founding member of Galtronics Korea. Prior to joining Galtronics Mr. Lee worked in aerospace for eight years.Denis was successful in winning the first Samsung business for Galtronics in 2004 and lead all engineering activities at the Korean location. He successfully managed the move to mass production in China as well as local manufacturing in Korea. In 2013, Denis was promoted to GM of Korea. In 2015, Denis took on the role of Asian regional VP of engineering to support business development for Acer and Foxconn. Denis holds a Master of Science Degree in Mechanical Engineering Technology from Hongik University in Seoul, South Korea

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a non-disclosure agreement (attached hereto as Exhibit A) before they will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam assets, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Assets, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 the Baylin Vietnam Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 22, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Baylin Vietnam Asset schedule and lease information may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, 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. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder.

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

Steven R. Gerbsman                                                                             

                                                

steve@gerbsmanpartners.com                          

Kenneth Hardesty

ken@gerbsmanpartners.com