Bidding Process Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.
Further to Gerbsman Partners e-mail of December 3, 2013 regarding the sale of certain assets of Spinal Restoration, Inc., I attach the draft legal documents that we will be requesting of bidders for certain Assets and Intellectual Property of Spinal Restoration, 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 Spinal Restoration, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
I would also encourage all interested parties to have their counsel speak with Erik S. Romberg, Esq., counsel to Spinal Restoration, Inc.
For additional information please contact Erik S. Romberb Esq, 512 320 9278
erikromberg@andrewskurth.com
Please review in detail, the “Bidding Process for Interested Buyers” below.
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 Spinal Restoration 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 Spinal Restoration Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, January 10, 2014 at 3:00 p.m. Central Daylight Time (the “Bid Deadline”) at Spinal Restorations’ office, located at 9600 Great Hills Trail Ste. West 150 Austin, Tx. 78759. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way.
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 Spinal Restoration, Inc.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are the unsuccessful bidder.
Spinal Restoration reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.
Spinal Restoration will require the successful bidder to close within a 7 day period. Any or all of the assets of Spinal Restoration 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 Spinal Restoration Assets shall be the sole responsibility of the successful bidder and shall be paid to Spinal Restoration at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Gerbsman Partners
steve@gerbsmanpartners.com
Kenneth Hardesty
Gerbsman Partners
ken@gerbsmanpartners.com
Philip Taub
Gerbsman Partners
phil@gerbsmanpartners.com
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