Extension to the Bidding Process – Procedures for the sale of certain assets of Applied Spine Technologies, Inc.
The Board of Directors of Applied Spine Technologies, Inc. did not accept any bid that were due on October 15, 2010. As such, the Board of Directors has authorized an extension to the Bidding Process for the sale of certain assets of Applied Spine Technologies, Inc. to Friday, November 12, 2010.
Further to Gerbsman Partners previous emails regarding the sale of certain assets of Applied Spine Technologies, Inc., I attach the draft legal documents and wire transfer information that we will be requesting of bidders for certain assets of Applied Spine Technologies, 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 Applied Spine Technologies, Inc. will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with Merton Gollaher, Esq., counsel to Applied Spine Technologies, Inc.
For additional information regarding the legal documents please contact Merton Gollaher, Esq., of Wiggin and Dana LLP counsel to Applied Spine Technologies, Inc. He can be reached at 203 498 4362 and/or at email@example.com For additional information regarding the Bidding Process and Due Diligence please contact Steven R. Gerbsman at 415 505 4991 and/or at firstname.lastname@example.org. Please do not contact the company directly.
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Applied Spine Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, November 12, 2010 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) by email to- email@example.com and firstname.lastname@example.org 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 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 Applied Spine Technologies 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 Applied Spine Technologies Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, November 12, 2010 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) by email email@example.com and firstname.lastname@example.org 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. The attached Applied Spine fixed asset list may not be complete and bidders interested in the Applied Spine 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 check in the amount of $100,000 (payable to Applied Spine Technologies, Inc.). The deposit should be wired to Applied Spine’s attorneys Wiggin and Dana LLP. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are the unsuccessful bidder.
Applied Spine Technologies reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.
Applied Spine Technologies will require the successful bidder to close within a 7 day period. Any or all of the assets of Applied Spine Technologies 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 Applied Spine Technologies Assets shall be the sole responsibility of the successful bidder and shall be paid to Applied Spine Technologies at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
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