Good Afternoon – Per the direction of the Board of Directors of Nevesse, the Board has indicated it will consider a minimum bid of $ 1 million for the assets and IP of Nuvesse. This means interested parties who bid a minimum of $ 1 million or more will be considered in the “Bidding Process” after Bids are submitted and the Board of Directors will respond to the winning bidder, per the “Bidding Process” below.
The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies
Further to Gerbsman Partners sales letter of June 27, 2016 and updates on July 5, 2016 and July 11, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching the “Asset and Inventory List” that potential interested parties should review when considering the Assets and Intellectual Property of Nuvesse, the “Table of Contents” for information in the Nuvesse due diligence room, the Asset Purchase Agreement(“APA”) and wire transfer instructions for the refundable deposit due with the APA.
The Gerbsman Partners team will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.
Gerbsman Partners has been retained by POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).
Any and all the assets of Nuvesse Skin Therapies 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 29, 2016, I would encourage all interested parties to have their counsel speak with Lara Foster, Esq. of Fenwick & West, 650 335 7839 – lfoster@renwick.com regarding reviewing and negotiating the attached “APA”. She is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”. Also, please review and insure that the refundable deposit is received prior to the bid date.
IMPORTANT LEGAL NOTICE
The information in this memorandum does not constitute the whole or any part of an offer or a contract.
The information contained in this memorandum relating to Nuvesse assets has been supplied by Nuvesse. It has not been independently investigated or verified by Gerbsman Partners or its agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Nuvesse, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.
Nuvesse, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Nuvesse’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Nuvesse Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Nuvesse or Gerbsman Partners. Without limiting the generality of the foregoing, Nuvesse and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Nuvesse Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.
This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.
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 Uptake 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 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 Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. 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 Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment 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 Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
Nuvesse will require the successful bidder to close within 7 business days. Any or all of the assets of Nuvesse 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 Nuvesse Assets shall be the sole responsibility of the successful bidder and shall be paid to Nuvesse at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
steve@gerbsmanpartners.com
Kenneth Hardesty
ken@gerbsmanpartners.com
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