Bidding Process – Procedures for the sale of certain assets of CardioMind, Inc.
Further to Gerbsman Partners e-mail of April 28, 2010 regarding the sale of certain assets of CardioMind, Inc., I attach the legal documents that we will be requesting of bidders for certain assets of CardioMind, Inc. All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreements. Any and all of the assets of CardioMind, Inc. will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with Stephen O’Neill, Esq., counsel to CardioMind, Inc.
For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to CardioMind, Inc. He can be reached at 408 907 9200 and/or at soneill@murraylaw.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the CardioMind Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, June 3, 2010 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at CardioMinds’ office, located at 257 Humbolt Court, Sunnyvale, CA 94089. Please also email steve@gerbsmanpartners.com with any bid.
For your convenience, I have restated the description of the Bidding Process from Gerbsman Partners April 28, 2010 e-mail.
The key dates and terms include:
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 CardioMind 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 CardioMind, 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 CardioMind 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 CardioMind Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, June 3, 2010 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at CardioMind’s office, located at 257 Humbolt Court Sunnyvale, CA 94089. 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 CardioMind fixed asset list may not be complete and Bidders interested in the CardioMind Assets must submit a separate bid for such assets. Be specific as to the assets desired. CardioMind’s cash and any accounts receivable are not being offered for bid as part of the CardioMind Assets.
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 $200,000 (payable to CardioMind, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. CardioMind reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
CardioMind will require the successful bidder to close within 7 business days of notification that such bidder is the winner. Any or all of the assets of CardioMind 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 CardioMind Assets shall be the sole responsibility of the successful bidder and shall be paid to CardioMind at the closing of each transaction.
For additional information, please see below and/or contact:
Stephen O’Neill, Esq
(408) 907-9200
soneill@murraylaw.com
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
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Steven R. Gerbsman
Principal
Gerbsman Partners
Phone: 415.456.0628, 703.823.1855
Fax: 415.459.2278
Cell: 415.505.4991
steve@gerbsmanpartners.com
thegerbs@pacbell.net
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