Bidding Process – Procedures for the sale of certain Assets and Intellectual Property of Satiety, Inc.
Further to Gerbsman Partners e-mail of January 3, 2011 regarding the sale of certain assets of Satiety, Inc., I attach the legal documents that we will be requesting of bidders for certain assets of Satiety, 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 Satiety, 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 Satiety, Inc.
The sale is being conducted with the cooperation of Satiety, Inc. and Satiety, Inc. will use its best efforts to make its employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.
For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to Satiety, 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 Satiety Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, February 4, 2011 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Satiety’s office, located at 2470 Embarcadaro Way, Palo Alto, California 94303. 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 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 Satiety 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 Satiety Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, February 4th, 2011 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at Satiety’s office, located at 2470 Embarcadero Way, Palo Alto, CA 94303. 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 Satiety list (Exhibit “B”) may not be complete and Bidders interested in the Satiety Equipment must submit a separate bid for such assets. Be specific as to the assets desired.
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 Satiety, Inc.). The winning bidder will be notified within 48 hours of the Bid Deadline. Non-successful bidders will have their deposit returned to them. Satiety reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
Satiety 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 submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
Satiety will require the successful bidder to close within a 7 to 14 day period. Any or all of the assets of Satiety 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 Satiety Assets shall be the sole responsibility of the successful bidder and shall be paid to Satiety at the closing of each transaction.
For additional information, please see below and/or contact:
Stephen O’Neill, Esq.
Murray & Murray
(408) 907-9200
soneill@murraylaw.com
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
James Skelton
(949) 466-7303
jim@gerbsmanpartners.com
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