Update to the Bidding Process – Procedures for the Sale of Coherex Medical FlatStent Assets & Intellectual Property
Further to Gerbsman Partners e-mail of December 16, 2012 and November 28, 2012 regarding the sale of Coherex Medical FlatStent Assets and Intellectual Property, I attach the draft legal documents and refundable deposit wire transfer information that we will be requesting of bidders for certain assets of Coherex 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 agreements. The FlatStent Assets and Intellectual Property of Coherex 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 Christopher Schoff, Esq., counsel to Coherex Medical, Inc.
For additional information please contact Christopher Shoff, Esq., of Cooley Godward counsel to Coherex Medical, Inc. He can be reached at 310 883 6415 and/or at cshoff@cooley.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the FlatStent Assets and Intellectual Property. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than January 4, 2013 by 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at COHEREX MEDICAL’ office, located at 3598 West 1820 South, Salt Lake City, Utah. 84104. 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 COHEREX 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 COHEREX MEDICAL, 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 COHEREX MEDICAL 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 COHEREX MEDICAL Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than January 4, 2013 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at COHEREX MEDICAL’ office, located at 125 Constitution Drive, Menlo Park, CA 94025. 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 COHEREX MEDICAL fixed asset list may not be complete and Bidders interested in the COHEREX MEDICAL 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 COHEREX MEDICAL, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. COHEREX MEDICAL reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
COHEREX MEDICAL will require the successful bidder to close within 7 business days. Any or all of the assets of COHEREX 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 COHEREX MEDICAL Assets shall be the sole responsibility of the successful bidder and shall be paid to COHEREX 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
Philip Taub
(917) 650-5958
phil@gerbsmanpartners.com
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