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Archive for July 15th, 2015

The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

Gerbsman Partners has been retained by GreenEdge Technologies, Inc. to solicit interest for the acquisition of all or substantially all of GreenEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “GreenEdge Assets”).

Any and all the assets of GreenEdge will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of July 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”
1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
b.  EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
c.  EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
d.  If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yourself
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
b.  EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
c.  EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
b.  EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
c.  EDGEhome can easily inter-operate with your existing systems and devices.
d.  EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
b.  EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
c.  EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
d.  EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
a.  EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
b.  EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
c.  EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
d.  EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
b.  EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
c.  EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.
The Bidding Process for Interested Buyer

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 Green Edge 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 Green Edge, 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 Green Edge 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 Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith 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 $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

Green Edge 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.

Green Edge will require the successful bidder to close within a 7 day period. Any or all of the assets of Green Edge 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 Green Edge Assets shall be the sole responsibility of the successful bidder and shall be paid Green Edge at the closing of each transaction. For additional information, please see below and/or contact:

For additional information, please see below and/or contact:

Steven R. Gerbsman
Gerbsman Partners
(415) 456- 0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

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