The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of LifeNexus, Inc..
Further to Gerbsman Partners previous e-mail and sales letter of November, 2015, regarding the sale of certain assets of LifeNexus, Inc.,(LifeNexus), I am attaching the detailed sales letter and attachments A, B,C & D. (NDA, Patent and Trademark lists and iChip Health Record pdf) and the Asset Purchase Agreement (“APA”). Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions.
Gerbsman Partners has been retained by LifeNexus, Inc. to solicit interest for the acquisition of all or substantially all of LifeNexus’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Life Nexus Assets”).
Any and all the assets of Life Nexus 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 December 22, 2015, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Michael Sebree, Esq. of the Donahue law firm counsel to LifeNexus. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Michael is available at 510 451 3300 office, msebree@donahue.com.
Please see at the end of the email a “testimonial” from a LifeNexus user at New Mexico Health Connections. Martin Hickey, CEO, is available to speak with any potential interested party. Please call Steve Gerbsman to make an introduction.
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Attachment 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 LifeNexus 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 LifeNexus, 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 LifeNexus and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations or warranties 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 LifeNexus Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Tuesday, December 22, 2015 at 3:00 p.m. Mountain Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904. 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 (the refundable deposit will be held in LifeNexus’ 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.
LifeNexus 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.
LifeNexus will require the successful bidder to close within a 7 day period after they receive notice of their successful bid. Any or all of the assets of LifeNexus 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 LifeNexus Assets shall be the sole responsibility of the successful bidder and shall be paid by the successful bidder at the closing of the transaction.
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
James Skelton
Gerbsman Partners
(949) 466-7303
jim@gerbsmanpartners.com
Testimonial From: Martin Hickey <martin.hickey@mynmhc.org>
Date: Wednesday, December 2, 2015 at 10:28 AM
To: “Steven R. Gerbsman” <steve@gerbsmanpartners.com>
Subject: Life Nexus
New Mexico Health Connections is a new health plan which started coverage in 2014. We currently have 35,000 members and will double and potentially triple that number by the end of 2016. We are a very aggressive, nimble and highly innovative organization. We began working with Life Nexus this September to pilot an implementation with a 300 physician medical group, Albuquerque Health Partners and carry that implementation to enroll all of our members by the end of 2016. Knowing that healthcare is finally becoming consumer centric and moving to smart technology, we looked at several firms to assist this rapidly growing trend, even here in New Mexico. We needed a technology that is affordable, flexible, highly innovative and, in particular understands physician and member adoption. We found the iChip technology and platform to be just that. We also did significant due diligence on the key developers of the platform in regards to their health IT experience, and as important, their knowledge and flexibility in working with physicians.
Most of my career has been working with and leading physicians. Their adoption of smart technology is key to any successful project such as Life Nexus is approaching. Again, the Life Nexus team’s ability to learn and flex their product to individual physician behavior was a key in our selection. As a highly experienced physician executive and CEO for over thirty years, I found the Life Nexus approach, team and technology to be vastly superior to any other vendor getting into the smart technology space. I am happy to discuss our thinking, experience and significant additional potential of Life Nexus should anyone wish to do so. I am hoping that the technology will continue as we, New Mexico Health Connections intend to grow to over 300,000 members in New Mexico over the next five years, as well as begin an expansion into Texas in 2018. We will also serve as the alpha project in smart technology for another 10 affiliated health plans in other states around the nation.
Martin Hickey, MD
CEO, New Mexico Health Connections
Chairman of the Board, The National Alliance of
State Health Co-operatives
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