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Archive for December, 2012

Oracle buys Eloqua to expand its cloud

Posted in Board Of Intellectual Capital, tagged , , , , , , , , on December 21, 2012| Leave a Comment »

Article from SFGate.

Oracle has agreed to buy Eloqua Inc. for about $871 million, further expanding in cloud computing and ratcheting up competition with Salesforce.com and SAP.

The $23.50-per-share offer is more than twice Eloqua’s initial public offering price in August, and 31 percent higher than its closing price Wednesday. The board of Eloqua, whose Web-based tools are used in marketing and revenue-performance management, approved the deal, according to a statement.

Oracle’s $871 million offer, which is net of Eloqua’s cash, is more than nine times the target company’s sales over the last 12 months, according to data compiled by Bloomberg. In two previous large cloud-computing deals this year, Redwood City-based Oracle paid 6.3 times sales for HR tools maker Taleo Corp. in April, and 7.1 times the revenue of customer support software maker RightNow Technologies Inc., which it acquired in January.

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Daily Report: Wallflowers of Silicon Valley Get Asked to Dance – New York Times

Posted in Inetellectual Property, New York Times, Silicon Valley, Technology, Venture Capital on December 20, 2012| Leave a Comment »

December 12, 2012, 9:03 am Comment

Daily Report: Wallflowers of Silicon Valley Get Asked to Dance

By THE NEW YORK TIMES

After years of being wallflowers at Silicon Valley’s hottest tech conferences and Sean Parker’s after-parties, enterprise technology firms are now part of the “in” crowd.

The flameouts of social media stocks over the last year have left venture capital firms searching for a more measured approach to investing, writes Nicole Perlroth of The New York Times.

That means technology sectors — including mobile security, data analytics and storage companies and mobile payment systems — which previously elicited a shrug or a snooze, are suddenly finding millions of dollars of investments coming at them.

Some of the hottest innovations are in large-scale data mining. With the right analytical tools, big data can be used to solve complex problems quickly.

New storage methods will be critical to harnessing the gigabytes of data now pouring in from those mobile devices, as well as the Web, social networks and video.

Increasingly, employees are taking sensitive corporate data home with them, frustrated with the limits of corporate technology and using their personal phones and tablets to work. That has created huge security and compliance headaches for chief information officers struggling to regain control over corporate data.

It may not be the end of paper money just yet, but more and more commercial products are making mobile payments a huge business.

Apps, with the proverbial “touch of a button,” have converted phones into urban remote controls, allowing customers to order meals, errands, car rides, concert tickets and even cocktails.

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Venture Financing Forecast for 2013: Partly Cloudy With Lower Chance of Success -Venture Capital Dispatch

Posted in Inetellectual Property, Investments, Technology, Venture Capital, Venture Capital Dispatch, Venture Wire on December 19, 2012| Leave a Comment »

Venture Financing Forecast for 2013: Partly Cloudy With Lower Chance of Success

By Russ Garland

Concerns that Series A rounds will be hard to come by in 2013 are widespread in the venture business, according to a survey being released today.

Forty-five percent of venture capitalists think this will be the most difficult financing to obtain, according to a survey of venture capitalists and startup chief executives by Dow Jones VentureSource and the National Venture Capital Association. That reflects an ongoing debate in the industry about whether seed-stage investors have financed too many consumer Internet startups that will now have trouble tapping the venture capital they need to grow.

Only 13% of the VC respondents said seed/angel financing would be the hardest to get in 2013 while 28% thought it would be Series B financing. The survey, conducted from Nov. 26 to Dec. 7, collected responses from more than 600 venture investors and CEOs of venture-backed startups. Responses were equally divided between the two groups.

A plurality of CEOs-42%–thought it would be more difficult to raise follow-on financing in 2013 versus this year; 36% said it would be the same difficulty and 22% said it would be less difficult.

Nonetheless, 67% of the CEOs said their company will raise additional capital in 2013. And 78% of them thought their company’s valuation would increase. But VCs were less sanguine–38% said valuations in their portfolio would decrease in 2013 compared with 2012.

VCs and CEOs were also of different minds when it came to forecasting the amount of U.S. venture investment next year. Venture capitalists were pessimistic, with 47% saying it would decrease, while 30% of CEOs said it would decrease.

VC attitudes are probably shaped by the frosty fundraising landscape. Of the respondents, 44% said venture capital fundraising would contract in 2013 with less money raised by fewer funds. Another 42% said it would concentrate with more money raised by fewer funds.

“Overall quality of companies is increasing; VC will continue to contract but overall achieve better quality,” said one of the respondents, Derek Small, CEO and president of drug developer Naurex, which this week announced it had raised $38 million in Series B financing.

VCs were upbeat about fund performance, with half of them expecting venture capital returns to improve in 2013. Most VCs predicted that the IPO market would be at least as good as this year, with 40% saying there would be more IPOs than in 2012 and 52% saying the quality would be higher.

Sandy Miller of Institutional Venture Partners said, “2013 should see a sustained good IPO environment rather than the starts and stops of recent years. All the ingredients are in place.”

Such optimism about the IPO market was another point of disagreement between VCs and CEOs, however, as just 29% of CEOs expect the number of IPOs to increase and 37% say the quality will be higher. The two groups agreed, however, that there would be more acquisitions next year of venture-backed companies, with 62% of each group predicting an increase.

Venture investors expect a pickup in business IT and health-care IT investing in 2013, with 61% and 57% seeing increases in those sectors, respectively. Interest in consumer IT has ebbed, with 35% of VCs forecasting an investment increase and 40% foreseeing a decline.

“The B2B tech private company valuation bubble will grow and then pop in October,” predicted Scott Maxwell of OpenView Venture Partners.

VentureSource is a research unit of VentureWire publisher Dow Jones & Co.

Write to Russ Garland at russell.garland@dowjones.com. Follow him on Twitter at @RussGarland

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Bidding Process – Procedures for the Sale of Coherex Medical FlatStent Assets & Intellectual Property

Posted in "Date Certain M&A Process", Coherex Medical, Medical Device on December 16, 2012| Leave a Comment »

Bidding Process – Procedures for the Sale of Coherex Medical FlatStent Assets & Intellectual Property

Further to Gerbsman Partners e-mail of November 28, 2012 regarding the sale of Coherex Medical FlatStent Assets and Intellectual Property, I attach the draft legal documents 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 125 Constitution Drive, Menlo Park, CA 94025.  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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Blog of Corporate Transformation MAXIMIZING CORPORATE SUCCESS AND SHAREHOLDER RETURN AT STRATEGIC INFLECTION POINT

Posted in Beatriz Infante, Blog of Corporate Transformation, Corporate Renewal, Leadership, Management on December 14, 2012| Leave a Comment »

Leaders who have been recruited to take over a company or organization in order to lead a transformation and turnaround must address all of the items laid out in the section on Transforming the Business – A Three-Step Process for Business Transformation, including completing a Transformational Goal, Transformational Arc, and Twelve-Month Goals. In addition, they will have to deal with a host of immediate personnel priorities.

You will have no more than two to three months to demonstrate to your management and peers that you were the right person for the job, and that you can create the positive cycle of change that leads to corporate renewal or transformation.  That doesn’t mean the transformation is complete – that may take twelve to twenty-four months or longer – but the actions you take in the first 90 days will determine the ultimate success or failure of your corporate transformation effort.  This is why the First Six Months Plan provides a proven template and timeline for all the things that need to be accomplished in that timeframe.   This chapter is a step-by-step guide to the leadership skills you will need to succeed during this demanding challenge as you implement your First Six Months Plan and beyond.

The First Six Months Plan

The First Six Months Plan provides a highly structured, urgency-based, top-down approach that has been proven to work in many situations requiring rapid turnaround and crisis response.   This methodology is appropriate to a “hit the ground running, no time to waste” approach; however, once a level of stability has been reached, the First Six Months Plan format and timeframe flows seamlessly into the 12-Month Goal format.  This drives lower level goals in a cascading fashion from the Transformational Goal, and directly ties team MBO’s to corporate goals and the desired results in the Transformational Arc.

The First Six Months Plan is a one-page summary of the most relevant actions you must accomplish in the six-month timeframe and should serve as a measure of your progress and a communication mechanism with your boss or your board.  By its very nature, the Six Months Plan will be somewhat more fluid in the latter months – there will be many unknowns and inevitably surprises.  Nevertheless, best practices in corporate turnarounds dictate a rhythm and timing to sets of actions that are universal across industries and situations.  While the actions outlined below may appear to be extremely rapid, in most circumstances the timeframes below are completely achievable, and in many cases dictated by the financial constraints of the business.

Immediate Strategic Priorities

In any new transformational or renewal role, regardless of industry or situation, there are certain invariants that must be immediately addressed.

Stabilize and Secure Sources of Cash.  In any transformation, it is of primary importance to understand how much cash runway you have available to effect the transformation, and if the company has a cash cow business, how quickly it is likely to decline.   Debt may need to be restructured, vendor contracts re-negotiated or deferred payment arrangements made.  But, if the company is in a negative cash flow situation, especially if total cash is also low, all necessary steps should be taken to reduce cash outflow and reduce overall expense burn.

Establish Trust with Customers.  Particularly in situations where there have been visible misses in terms of forecast revenue, or where there have been customer-impacting issues such as product or support problems, customers may have concerns about the future of the company, and a management change at the top may increase that concern.  Therefore strong customer outreach is essential in order to reassure and stabilize, as well as open channels of communication and receive feedback on customer needs and requirements.

Analyze Prior Financial Performance and Issues.  Having a qualified CFO as trusted partner is essential to a thorough analysis of past financial statements.   The cleanest situation will be a public company with clean financials.  However, even in this situation a thorough analysis should be undertaken.  Companies that have had revenue reporting issues and private companies must receive the highest level of scrutiny, and if a qualified CFO is not in place, contract resources must be utilized. Smaller private companies in particular will need a complete examination of past revenue recognition practices, reconciliation with contract T&C’s, verification of receivables and payables, as well as validation of bookings and commission payments.

Model Financial Plan, Downside Plan, and Worst-case Plan.  While the company likely has a current operating plan, an immediate responsibility is to examine the plan and make a business judgment about its accuracy.  Based on this risk assessment, a Downside Plan should be modeled which reflects a significantly reduced risk profile.  Finally, Worst-case plan should be developed which models situations of increased risk such as a more rapidly declining mainstream business than historical precedent would indicate, or a greater falloff in planned revenue.

Establish Forward-going Spend Levels and Take Immediate Action.  Based on the sensitivity analysis above, it will likely be necessary to take immediate cost containment actions to ensure the financial health of the business.

Examine all Functional Areas.  Since the activities cited above will be time-consuming, triage should be performed on the functional areas that appear to need the most focus.  For example, support margins may have been significantly decreasing, so the support organization may need to be examined first, or product issues may be at the forefront, in which case an analysis of the product organization may be needed.  Often the initial flash point may prove to lead to a different root cause; for example, support margins may be increasing because of decreased quality in the product.  The First Six Months Plan should encompass deep operational reviews of all functional areas, but the timing should be adjusted so as to address the most critical areas first.

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