Update to the Bidding Process – Procedures for the sale of certain assets of Alure Medical, Inc. -wire transfer information
Further to Gerbsman Partners e-mail of October 15, 2011 and October 2, 2011 regarding the sale of certain assets of Alure Medical, Inc., I attach the draft legal documents and wire transfer information that we will be requesting of bidders for certain assets of Alure Medical, 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 agreement. Any and all of the assets of Alure Medical, Inc. will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with James Huie Esq., counsel to Alure Medical, Inc.
For additional information please contact James Huie, Esq., of Wilson Sonsini Goodrich & Rosati counsel to Alure Medical, Inc. He can be reached at 650 565 3981 and/or at jhuie@wsgr.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Alure Medical Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, November 2, 2011 at 2:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Alure Medical’s office, located at 3637 Westwind Boulevard, Suite B, Santa Rosa, California 95403. Please also email – steve@gerbsmanpartners.com – with any bid.
Interested parties who wish to participate in the Bidding Process must also wire transfer a $ 200,000 refundable deposit to Wilson, Sonsini’s trust account- see attached.
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 A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”), and the Alure Video. 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 Alure Medical 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 orcompleteness 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 Alure Medical Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Wednesday, November 2, 2011 at 2:00pm Pacific Daylight Time (the “Bid Deadline”) at Alure Medical’s office, located at 3637 Westwind Boulevard, Suite B, Santa Rosa, California 95403. 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.
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 Alure Medical, Inc.). The deposit should be wired to Alure Medical’s attorneys Wilson, Sonsini, Goodrich & Rosati. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Alure Medical’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
Alure Medical 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.
Alure Medical will require the successful bidder to close within a 7 day period. Any or all of the assets of Alure Medical 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 Alure Medical Assets shall be the sole responsibility of the successful bidder and shall be paid to Alure Medical at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
James Skelton
(949) 466-7303
Jim@gerbsmanpartnes.com
James Huie, Esq.
(650) 565-3981
Jhuie@wsgr.com
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