Update to the Bidding Process – Procedures for the sale of certain assets of NovaLign Orthopaedics,, Inc.
Further to Gerbsman Partners e-mail of August, 15, 2010 and August 6, 2010 regarding the sale of certain assets of NovaLign Orthopaedics, Inc., I attach the legal documents and wire transfer information that we will be requesting of bidders for certain assets of NovaLign Orthopaedics, 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 NovaLign Orthopaedics, 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 NovaLign Orthopaedics, Inc.
Please review the Intellectual Property/NovaLign Patent Summary by Technology in the attached pdf and submit a bid for Technology 1 or Technology 2, either separately or for both (No active product development on this technology; This IP is not needed to support current company focus); and/or Technology 3 (Primary company focus today) and Technology 4 (IP filed to secure early filing dates; Some early product development activity done, but still an early stage project) as the second and relevant category.
For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to NovaLign Orthopaedics, 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 NovaLign Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 17, 2010 at 5:00 p.m. Central Standard Time (the “Bid Deadline”) at NovaLigns’ office, located at 5885 Ridgeway Center Parkway, # 210, Memphis, TN 38120. Please also email steve@gerbsmanpartners.com with any bid.
For your convenience, I have restated the description of the Updated Bidding Process.
The key dates and terms include:
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix B) 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 is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the NovaLign 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 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 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 NovaLign Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Friday, September 17, 2010 at 5:00pm Central Daylight Time (the “Bid Deadline”) at NovaLign’s office, located at 5885 Ridgeway Center Parkway, Suite 210, Memphis, TN 38120. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way. In particular, please identify separately certain equipment or other fixed assets and either Technology 1 or 2, either separately or for both and/or Technology 3&4 as the second and most relevant category. The attached NovaLign fixed asset list may not be complete and bidders interested in the NovaLign equipment must submit a separate bid for such 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. All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to NovaLign Orthopaedics, Inc.). The deposit should be wired to NovaLign’s attorneys Murray & Murray, A Professional Corporation. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by NovaLign’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
NovaLign 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.
NovaLign will require the successful bidder to close within a 7 day period. Any or all of the assets of NovaLign 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 NovaLign Assets shall be the sole responsibility of the successful bidder and shall be paid to NovaLign 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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