Update to the Bidding Process – Procedures for the sale of certain assets of InnerPulse, Inc.
Further to Gerbsman Partners e-mail of February 23, 2011 and February 14, 2011 regarding the sale of certain assets of InnerPulse, Inc., I attach the legal documents and wire transfer information that we will be requesting of bidders for certain assets of InnerPulse, 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 InnerPulse, Inc. will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with Fred D. Hutchison, Esq., counsel to InnerPulse, Inc.
The refundable deposit/wire transfer, will be held in the trust account at Hutchison Law Group and will be refunded back to interested parties that are not chosen as the winning bidder.
For additional information please contact Fred D. Hutchison Esq., of Hutchison Law Group, counsel to InnerPulse, Inc. He can be reached at 919 829 4300 and/or fhutchison@hutchlaw.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the InnerPulse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 18, 2011 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at InnerPulse’s office, located at 4025 Stirrup Creek Drive, #200, Research Triangle Park, NC 27703. 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 InnerPulse 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 InnerPulse, 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 InnerPulse 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 InnerPulse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 18, 2011 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at InnerPulse’s office, located at 4025 Stirrup Creek Drive, #200, Research Triangle Park, NC 27703. 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 InnerPulse fixed asset list may not be complete and Bidders interested in the InnerPulse Assets 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 InnerPulse, 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.
InnerPulse 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 will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
InnerPulse will require the successful bidder to close within 7 business days. Any or all of the assets of InnerPulse 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 InnerPulse Assets shall be the sole responsibility of the successful bidder and shall be paid to InnerPulse at the closing of each transaction.
For additional information, please see below and/or contact:
Fred D. Hutchison, Esq.
(919) 829-4300
fhutchison@hutchlaw.com
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
Jim Skelton
(949) 466-7303
jim@gerbsmanpartners.com
Blog of Intellectual Capital 