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Archive for October, 2016

If you were alive in 1957, and old enough to enjoy Rock and Roll, you will remember the group, “The Diamonds” who had just launched their super hit “Little Darlin’ “.
For you who are too young to remember – it was a time when the performers were happy, enjoying themselves, respecting their fans, dressed appropriately and their lyrics could be understood. They did not feel obligated to scream, eat the microphone, mumble inaudible lyrics or trash the set.
In 1957, The Diamonds had a hit with “Little Darlin.” 47 years later, they were requested to perform at Atlantic City ….this link leads to both performances. Watch the first one then the new 47 years later.
Tom Hanks father is much better looking than Tom, and even better looking with age. In the linked videos Tom Hank’s father, (who is the Lead Singer of The Diamonds is on the left).
He still has it and in the 1957 version, you can see the resemblance between father and son! When you open the link, click on the the top video to watch it and when it finishes, click on the bottom video to see the difference!!! Hope you enjoy both versions, 47 years apart.

http://www.flixxy.com/the-diamonds-little-darlin-1957-2004.htm

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LinkedIn is working on a project that should terrify Cisco and the rest of the $175 billion hardware industry

LinkedIn Zaid Ali Kahn, data center Zaid Ali Kahn at LinkedIn’s flagship data center, in Oregon. LinkedIn

In the shadow of its acquisition by Microsoft, LinkedIn has quietly begun talking about an internal project that has the potential to shake up the roughly $175 billion data-center hardware market.

LinkedIn’s plan is somewhat similar to what Facebook is doing with its Open Compute Project. OCP is creating brand-new “open source” data-center hardware, in which the engineers from different companies work together and everyone freely shares the designs.

In its five years, OCP has upended the data-center market and generated a cultlike following so big that when Apple forbade its networking team to join OCP, the whole team up and quit.

Likewise, LinkedIn is designing and building nearly all the pieces and parts of software and hardware that it needs for its data centers, poaching key people from Facebook and Juniper to do it.

“We are not building servers and switches and all these things because we want to be good at it. We are doing it because we believe it gives us an advantage to control our own destiny,” Zaid Ali Kahn, senior director of infrastructure architecture and operations at LinkedIn, told Business Insider.

This is a terrifying trend for vendors like Cisco and Juniper. In the past, only the biggest internet companies like Amazon, Google, and Facebook have gone this route: designing their own IT infrastructure from scratch.

LinkedIn isn’t as big as those guys. It has a handful of data centers in California, Texas, and Virginia — most of them using leased space at a hosting provider — and only recently started designing and building its own in Singapore and Oregon. The one in Portland, Oregon, is its crown jewel, and the other data centers will eventually be upgraded with the new technology.

Internally, this is known as Project Altair, and the plan to build its own network software to run on dirt-cheap commodity network hardware is known as Project Falco.

A superfast network for $1

The story begins with a Facebook network hardware engineer named Yuval Bachar. He was part of a Facebook team in 2013 that had a big goal: reducing the price of building a super-high-speed computer networks tenfold. Facebook had stolen him from Cisco, and he did a stint at Juniper, too.

LinkedIn Yuval Bachar Yuval Bachar. YouTube/@Scale

He wanted to pay $1 per gigabyte, or $100 for each piece of network equipment that normally costs $2,500 — and he publicly announced the goal at an industry conference.

He then went on to help Facebook build its industry-changing, l0w-cost, open source Wedge switch that put market leader Cisco on notice. Earlier this month, Facebook announced the second generation of that switch.

About the time Bachar announced his goal, the LinkedIn networking team was struggling with its own network, which wasn’t handling the company’s user growth very well.

“The Production Engineering Operations (PEO) team found it very difficult to meet the demands of our applications when network routers and switches are beholden to commercial vendors, who are in control of features and fixing bugs,” Kahn wrote in a blog post.

In early 2015, the team began to build its own switch, called Pigeon. In the fall, it hired Kahn to help do it. It began testing the switch early this year.

LinkedIn's Pigeon switch LinkedIn’s Pigeon switch. LinkedIn

Deja vu

In the meantime, having been a part of OCP, Bachar came up with a similar plan for LinkedIn. OCP started by creating a rack that holds stacks of computers, storage drives, and network switches.

Open19 rack The Open 19 rack. Open19.org

As a company grows, it simply adds more switches, servers, and disk drives to the rack. But the racks themselves can be expensive, including all sorts of bells and whistles that LinkedIn didn’t need.

Facebook had the same problem, so it built a stripped-down 21-inch rack, then designed its own servers and storage to put in it.

But hardly anyone else uses a 21-inch rack. “Probably 99.5% [of companies] are using a 19-inch rack,” Kahn told us.

That means for LinkedIn (or anyone else) to use Facebook’s rack, it had to renegotiate supply deals with its vendors to get gear in different sizes.

It was deja vu. Bachar led an initiative called Open 19 to create an open standard for a low-cost 19-inch rack. This rack can be stuffed with 96 servers for $50,000 total, saving $25 million across a 500-rack data center, the organization says.

Having seen the impact of OCP, vendors jumped on board, including some of the Chinese contract manufacturers that have made a killing supporting OCP. Hewlett-Packard Enterprise, which was late to OCP, is also a member.

Full-steam ahead, no turning back

Microsoft, which expects its $26.2 billion acquisition of LinkedIn to close by the end of this year, is a member of OCP and has standardized its 21-inch racks and other OCP technology.

Kahn wouldn’t comment on the impact of the acquisition, but Microsoft has promised to let LinkedIn operate independently. A person with knowledge of the situation told us projects Altair, Falco, and Open 19 are still full-steam ahead.

This person points to the fact that in September, three months after the merger was announced, the company hired Doug Hanks from Juniper Networks.

LinkedIn Doug Hanks Doug Hanks. LinkedIn/Doug Hanks

Hanks was Juniper’s director of product management and strategy, and has written a number of books on Juniper’s tech. He’s now LinkedIn’s director of engineering.

“Doug Hanks reports to me,” Kahn said. “He recently joined and we’re delighted to have him.”

“His focus is to build the network engineering team and take it to the next level and help execute a number of initiatives, understanding the blend between software and networking,” he said.

Our source said that with Hanks on board, LinkedIn plans to be almost fully reliant on its own home-grown network gear in 18 to 24 months, and then “it’s no turning back at that point.”

Kahn insists that LinkedIn’s goal differs from Facebook’s. He’s not looking to pick a public fight with the network industry led by Cisco.

In fact, he’s still buying network gear from a number of commercial vendors — as long as they allow him to ditch their software so he can install his own, he said.

“A lot of vendors are open to that, to meet the needs of a web scale company,” he said.

LinkedIn also hasn’t fully committed to giving away all of its home-grown infrastructure software, the designs of its switch, or other hardware, as OCP has. But Kahn hasn’t ruled out openly sharing its technology either.

“LinkedIn’s culture is open source, so when the time is right we will be open to that,” Kahn said.

In fact, LinkedIn was a founding member in Hewlett-Packard Enterprise’s open source project, called OpenSwitch, to build a Linux-based switch. OpenSwitch is now run by the Linux Foundation (and word is that the initiative is floundering and LinkedIn is looking for alternatives).

Meanwhile, LinkedIn has also been sharing technical articles about its network software.

Big money at stake

Internet companies using commercial network gear often spend $40 million to $140 million a year on it with vendors like Cisco, Arista, and others, one person who ran a large internet network recently told Business Insider.

Seeing a company LinkedIn’s size roll its own, they could be encouraged to try that themselves.

One person not associated with LinkedIn who built a huge data center for one of the world’s largest tech companies said that after his company starting building its own network equipment, it drove the costs down by a factor of 10: from $40,000 per Cisco switch to $4,000 per cheaper “commodity” switch capable of running home-grown software.

“Arista, Cisco, Juniper, they are all s—ing themselves about this trend,” said someone familiar with LinkedIn’s project. “The big guys, Google, Amazon, Facebook, are all doing this for economies of scale. For them, it’s all about money. It’s cheaper to build their own. At LinkedIn, cost is not the No. 1 priority at all. They want to have complete control over the user experience, to own everything in the stack. Then they can standardize it.”

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Good morning.

In considering the “Date Certain M&A” of InterValve, Inc., I have attached a presentation from InterValve “Does BAV (“Bicuspid Aortic Valvuloplasty”) Work.

Also, in the Oct 11th, 2016 issue of JACC (“Journal of the American College of Cardiology”), Dr. John Carroll from the University of Colorado published an editorial on a recent TAVR study which I think will be of interest to potential bidders.

Click on this link for the editorial: https://content.onlinejacc.org/article.aspx?articleID=2557468

What is of interest is the excellent job Dr Carroll does in framing the issues anticipated by the surging number, literally millions, of symptomatic calcified aortic stenosis (AS) patients in the near future. Driven by the aging population, Dr Carroll terms the trend a “second tsunami” of AS patients which challenges the current treatment options.

Balloon aortic valvuloplasty (BAV) could/should/will play a role in managing these patients particularly given the V8 technology. Up to now, BAV has been poorly utilized. With the significant change in aortic valve area that the V8 provides over conventional balloons, physicians could revisit the role of BAV in managing these patients.

Mark Ungs, CEO of InterValve, Inc. is available, along with the Gerbsman Partners team to discuss in greater detail and set up due diligence, if appropriate.

Also, please see below information on “The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of InterValve, Inc.

Best regards

Steve Gerbsman

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of InterValve, Inc.

Further to Gerbsman Partners Update on October 16, 2016 regarding the sale of certain assets of InterValve, Inc. (“InterValve”), I am attaching the Asset Purchase Agreement (“APA”) that is required with any bid and refundable wire transfer information for interested parties bidding on the assets and IP of InterValve.

Ken, Dennis and I 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 (http://www.gerbsmanpartners.com) has been retained by InterValve, Inc. (http://intervalveinc.com) to solicit interest for the acquisition of all or substantially all of InterValves’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “InterValve Assets”).

Any and all the assets of InterValve 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 November 16, 2016, I would encourage all interested parties to have their counsel speak with William Kaufman, Esq. of Fox Rothschild LLP – wkaufman@foxrothchilds.com at 612 617–7485 regarding reviewing and negotiating the attached “APA”. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”.

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 InterValve’s Assets has been supplied by InterValve. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 InterValve’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the InterValve 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 InterValve and Gerbsman Partners. Without limiting the generality of the foregoing, InterValve and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the InterValve 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 InterValve 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 InterValve, 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 InterValve 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 InterValve Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than November 16, 2016 at 3:00 p.m. Central Standard Time (the “Bid Deadline”) at InterValve’s office, located at 2445 Xenium Lane North, Plymouth, Minnesota 55441. 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 InterValve fixed asset list may not be complete and Bidders interested in the InterValve’s 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 InterValve, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.

InterValve reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

InterValve will require the successful bidder to close within 7 business days. Any or all of the assets of InterValve 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 InterValve Assets shall be the sole responsibility of the successful bidder and shall be paid to InterValve 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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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of InterValve, Inc.

Further to Gerbsman Partners Update on October 16, 2016 regarding the sale of certain assets of InterValve, Inc. (“InterValve”), I am attaching the Asset Purchase Agreement (“APA”) that is required with any bid and refundable wire transfer information for interested parties bidding on the assets and IP of InterValve.

Ken, Dennis and I 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 InterValve, Inc. to solicit interest for the acquisition of all or substantially all of InterValves’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “InterValve Assets”).

Any and all the assets of InterValve 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 November 16, 2016, I would encourage all interested parties to have their counsel speak with William Kaufman, Esq. of Fox Rothschild LLP – wkaufman@foxrothchilds.com at 612 617–7485 regarding reviewing and negotiating the attached “APA”. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”.

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 InterValve’s Assets has been supplied by InterValve. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 InterValve’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the InterValve 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 InterValve and Gerbsman Partners. Without limiting the generality of the foregoing, InterValve and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the InterValve 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 InterValve 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 InterValve, 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 InterValve 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 InterValve Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than November 16, 2016 at 3:00 p.m. Central Standard Time (the “Bid Deadline”) at InterValve’s office, located at 2445 Xenium Lane North, Plymouth, Minnesota 55441. 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 InterValve fixed asset list may not be complete and Bidders interested in the InterValve’s 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 InterValve, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.

InterValve reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

InterValve will require the successful bidder to close within 7 business days. Any or all of the assets of InterValve 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 InterValve Assets shall be the sole responsibility of the successful bidder and shall be paid to InterValve 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

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gp_nl_header-1

SALE OF INTERVALVE, INC.

Gerbsman Partners has been retained by InterValve, Inc.  to solicit interest for the acquisition of all, or substantially all, the assets of InterValve, Inc.

InterValve is a privately held medical decive company located in Plymouth, Minnesota, founded in January 2004. InterValve was created to develop support devices for the multibillion dollar Structural Heart market. The acquisition of InterValve enables immediate participation or expansion in this large and growing market. InterValve has raised one round (and one extension) of private financing to date totaling $12 million from private individuals and one strategic partner. The company has also received financing in the form of a $3 million loan from Oxford Finance LLC, the senior secured lender.

InterValve has developed and commercialized a proprietary aortic valvuloplasty balloon (the V8TM) that improves clinical outcomes and appears safer than conventional options. InterValve has also prototyped or patented enhancements to this balloon platform that extends its design to other Structural Heart valve applications. InterValve has nine issued patents, three “Notice of Allowance”, four pending patent applications, and five trademarks.

Based on solid clinical data and design advantages, the V8 is sold in over fifty US hospitals with established repeat sales, and several European countries. It recently received regulatory clearance in Canada, Russia, New Zealand and Argentina. The company is prepared to launch its fifth generation product which has received favorable responses in beta-site evaluations.

InterValve had revenues of approximately $410k through the first six months of 2016, a 254% increase over the prior six months. Production and sales were suspended in July, 2016 due to a manufacturing issue, which since has been resolved. Although there was enthusiasm for the launch of the fifth generation product, with the launch delay the Board of Directors did not see a direct path for additional needed equity investment but instead made a decision to maximize and monetize the value of InterValve’s Intellectual Property and proven commercial success.

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 InterValve’s Assets has been supplied by InterValve. 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 InterValve, 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.

InterValve, 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 InterValve’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the InterValve 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 InterValve or Gerbsman Partners. Without limiting the generality of the foregoing, InterValve and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the InterValve 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.

Historical Company Information

InterValve developed, patented, and commercialized an aortic valvuloplasty catheter based on a critical change in shape of the dilatation balloon. Conventional valvuloplasty catheters use a cylindrical-shaped balloon, however, since the aortic valve anatomy is non-cylindrical, these traditional devices are limited in effectiveness and safety. InterValve’s V8TM catheter utilizes an anatomically-shaped dilatation balloon which enhances clinical effectiveness, improves ease-of-use, and appears to reduce clinical risks. In a published study of stand-alone valvuloplasty procedural outcomes, the V8 showed a change in valve area 76% higher than a matched cohort using conventional cylindrical-shaped balloons. In a separate publication, when the V8 was used to post-dilate a self-expanding transcatheter aortic valve replacement (TAVR) prosthesis, the V8 showed a higher than historic success in resolving paravalvular leak (PVL) without an increase in adverse events. Finally, when used to predilate the native aortic valve prior to a TAVR procedure, the V8 can be used without rapid ventricular pacing (RVP) which, by its elimination, benefits patients with compromised hemodynamic function.

InterValve believes the V8 provides a sustainable and growing commercial asset in the structural heart market for the following reasons:

1. Public clinical data suggests that the proprietary anatomically-shaped dilatation balloon confers a demonstrable clinical and procedural advantage over conventional cylindrical-shaped balloons.

2. The V8 is the only commercially available valvuloplasty catheter that is cleared for post dilatation of self-expanding TAVR devices, and the optional use of RVP during inflation.

3. 254% increase in revenue in the first six months of 2016 compared to the previous six months. Over 50 US accounts with repeat sales.

4. Competitive manufacturing costs with higher than average sales price provide attractive margins.

5. Well established reimbursement codes exist for stand-alone valvuloplasty procedures.

6. Manufactured by a 3rd-party that supplies large med-tech strategics that can ramp up latest generation product to launch quantities in four months.

7. The V8 has been favorably used clinically to treat the pulmonic valve, and its anatomical shape could be adopted for mitral valve applications with similarly expected clinical advantages.

8. Nine issued patents, three Notice of Allowance received, four pending applications.

9. The potential to expand the technology by patented valvuloplasty enhancements including: perfusion to extend inflation dwell times for local drug or ultrasound energy delivery; patented and prototyped radiopaque surface rings which enable intraprocedural valve annulus measurements using conventional on-screen fluoroscopy equipment; patented enhanced procedure safety through inflation pressure spill off to prevent excessive dilatation pressures.

10. The potential for significantly expanding the BAV market by re-educating the medical community on the true effectiveness of aortic valvuloplasty to dramatically improve NYHA class in severe symptomatic AS patients, and the potential to improve life expectancy in these same patients.

InterValve Company Profile

InterValve was founded by a highly experienced group of cardiologists and industry executives to develop and commercialize a novel, purpose-built aortic valvuloplasty balloon to improve TAVR and balloon aortic valvuloplasty (BAV) procedures. The InterValve V8TM is the first, and only, commercialized valvuloplasty balloon that is anatomically shaped throughout inflation.

The V8 catheter is used in three procedures:

1) Stand-alone BAV
2) Predilatation of the native aortic valve prior to TAVR device implantation
3) Self-expanding TAVR device post-dilation to resolve persistent PVL

Since its commercial introduction in 2014, over 3,000 clinical cases, three publications, and two registries have shown the V8 delivers superior outcomes in all three applications:

1. With stand-alone BAV procedures, published change in AVA was 76% greater than a comparative group of patients treated with conventional catheters.

2. The V8 provides a benefit to TAVR patients with poor hear function because of its ability during predilate without rapid ventricular pacing.

3. In two registries the V8, when used to post-dilate, provided a near total resolution of residual PVL with self-expanding TAVR devices compared to reported 45% – 75% success using conventional balloons.

InterValve has created an extensive patent portfolio consisting of nine issued US patents, three Notice of Allowance, and four applications pending.

Impact of Technology on the Market

The V8 product has the potential to fundamentally reshape the three markets it competes in, and when viewed as a platform technology, to expand beyond the aortic valve market.

BAV Market:
The V8 could be the market leader in the BAV marketplace based on its early success. As mentioned earlier, the catheter’s anatomical shape confers greater procedural efficacy without increasing adverse events.

The V8 also has the potential to dramatically grow the BAV market. Historically, BAV has been limited to palliative procedures that “doesn’t work”, and limited to palliative procedures, however, this is not an accurate characterization. In the early 90’s when BAV was first evaluated in several large clinical trials, the results showed that BAV provides dramatic symptomatic relief for severe symptomatic AS. However restenosis at 12 to 18 months, and more importantly, a 3% procedural mortality rate, limited its use to relief of symptoms. Therefore, to be more precise, BAV does work, but its duration is limited.

However, InterValve believes BAV and more specifically the V8 technology has a bright future.

1. Interventional procedural techniques have improved since the 90’s reducing the BAV procedure mortality rate to less than 1%. The evidence to date suggests the V8’s shape reduces this risk even further.

2. If BAV was shown to increase life expectancy, the view of the procedure would fundamentally change. Retrospective review of BAV trial results indicate that BAV can reduce mortality if a certain threshold aortic valve area (AVA) is reached (ie: patients with an AVA >/= 1 cm2 live longer than when AVA < 1 cm2). Given that the V8 consistently provides a final AVA value higher than cylindrical balloons, the V8 may be the ideal technology to demonstrate that BAV can reliably extend lifespan, therefore, expanding its usage.

3. BAV procedures could play more of a complementary role relative to TAVR in treating high risk AS patients. As reported in PARTNER Cohort B, there was no mortality difference during the first six months post procedure among high risk surgical patients that were treated with TAVR versus BAV (using cylindrical balloons). If the V8 were to show a positive impact to mortality, more physicians would consider using BAV in lieu of TAVR for patients with limited life expectancy (ie: < 1 year) estimated at about a third of high risk patients. In addition, the high cost of TAVR procedures, about eight times that of a BAV procedure, would put BAV in a more favorable light in today’s health care market. Eliminating rapid ventricular pacing further differentiates the V8 as the best TAVR predilation balloon on the market.

4. The V8’s shape “self seeks” the aortic annulus making it an ideal balloon platform for precise delivery of drugs or energy to augment emerging valve therapies. The anatomical shape also safely maximizes balloon to anatomy contact which could be critical to the success of an emerging new therapy. Lastly, addition of perfusion to extend inflation times, shorter procedure times and reduced patient risk.

TAVR predilatation
The next generation V8 device has a working length of just 2.4cm compared to 4cm typical for today’s balloon options. This length reduction is possible because the V8 shape locks into the aortic valve anatomy preventing balloon migration, or slippage, during inflation. The shorter length is favored by users because it results in less inflation volume, hence, faster inflation/deflation times. Since rapid ventricular pacing is optional with the V8, it clearly stands out as the best predilatation balloon on the market.

In addition, the most recent data is demonstrating that predilatation reduces cerebral ischemia. If this data continues to build, the market would embrace universal predilatation for TAVR, which the V8 would be well positioned to flourish commercially.

Post-dilation of TAVR devices
The anatomically shaped V8 is an ideal post-dilation balloon for self-expanding TAVR devices. While the rate of persistent PVL is dropping with advances in TAVR technology, physician tolerance for persistent PVL is approaching zero. Persistnet PVL shortens the life of the patient by as much as half of those patients without PVL. As TAVR technology is used increasingly in younger, healthier patients, PVL becomes unacceptable which is favorable for the V8.

InterValve’s Assets

From InterValve’s start, the emphasis has been to operate the company with as little overhead as possible by outsourcing all major activities. Some call this a “virtual” model. The company’s assets are contained in the following:

1. Patents, Patent Applications and Trademark

2. Significant intellectual capital, know-how and expertise in the device treatment of aortic stenosis

3. Experience from over 3,000 commercial uses of the V8

4. Clinical data from three registries, two manuscripts, and two abstracts

5. Fixed assets of approximately $100,000 including a 500 square foot portable clean room.

The assets of InterValve will be sold in whole or in part (collectively, the “InterValve Assets”). The sale of these assets is being conducted with the cooperation of InterValve. InterValve and its consultants will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.

The V8 product is manufactured by Vention Medical in Brooklyn Park, Minnesota. Vention Medical is an established, qualified manufacturer in the medical device industry that supplies product to major med-tech strategics. Launch quantities of our latest generation product can be made in four months.

InterValve’s new owner can elect to continue using Vention Medical as the manufacturer of the V8 or chose to integrate the process. Per our agreement, Vention will transfer the manufacturing process as directed to another party, charging a predetermined hourly rate for their employee time spent. The exception to a complete transfer is the balloon component which is the property of Vention Medical, though they will supply this component to the receiving party.

InterValve, Inc. Key Personnel
Mark T. Ungs — President and CEO/Board Member: Mark Ungs has led the company’s product development, product planning, operations, and relationships since 2008. Prior to InterValve, he served as the Vice President of New Business Development for Boston Scientific’s multi-billion dollar Interventional Cardiology division where he was responsible for leading the division’s growth outside its core businesses through internal development programs as well as external technology acquisitions into new therapies. He has thirty years professional experience in the medical device industry. He has a degree in Chemical Engineering from Oregon State University and an MBA from the University of California, Berkeley.

William J. Drasler — Chief Technology Officer: William Drasler has over 30 years professional experience in the medical device field. Prior to InterValve, he held the position of VP of Applied Research at Boston Scientific where he directed leading edge development of cardiovascular devices and treatments for CHF, AMI, Stroke, and other clinically relevant problems. His experience includes VP of R&D for Possis Medical where he took the Angiojet thrombectomy project from inception through to production, VP of Engineering at Lake Region Manufacturing which manufactures guidewires and filters, and SciMed Life Systems where he worked on balloon bonding and balloon technology. Dr. Drasler has over 30 major US patents and holds a MS in Chemical Engineering from UW Madison and a PhD in Biomedical Engineering from the University of Minnesota with research experience in fluid mechanics, blood rheology, and Sickle Cell disease.

InterValve, Inc. Board of Directors
Michael Berman: Investor/entrepreneur
Robert Van Tassel, MD: Retired cardiologist, Minneapolis Heart Institute

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 InterValve 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 InterValve, 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 InterValve 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 InterValve Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than November 16, 2016 at 3:00 p.m. Central Standard Time (the “Bid Deadline”) at InterValve’s office, located at 2445 Xenium Lane North, Plymouth, Minnesota 55441. 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 InterValve fixed asset list may not be complete and Bidders interested in the InterValve’s 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 InterValve, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.

InterValve reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

InterValve will require the successful bidder to close within 7 business days. Any or all of the assets of InterValve 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 InterValve Assets shall be the sole responsibility of the successful bidder and shall be paid to InterValve 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

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cats-logo-v21

Our family went to see the Musical – CATS today.  Great for all ages.

The lyrics below for Memories reminises about the past, but brings hope for the future.

Read the lyrics, play the song see the musical.  You will smile and know that each new day brings “hope for the future”

Memory Lyrics

New! Highlight lyrics to add Meanings, Special Memories, and Misheard Lyrics…

http://www.metrolyrics.com/memory-cats-ml-video-ivp.html

(click above to play this beautiful song)

Midnight
Not a sound from the pavement
Has the moon lost her memory?
She is smiling alone
In the lamplight
The withered leaves collect at my feet
And the wind begins to moan

Memory
All alone in the moonlight
I can smile at the old days
I was beautiful then
I remember
The time I knew what happiness was
Let the memory live again

Every street lamp
Seems to beat a fatalistic warning
Someone mutters at the street lamp gutters
And soon it will be morning

Daylight
I must wait for the sunrise
I must think of a new life
And I mustn’t give in
When the dawn comes
Tonight will be a memory too
And a new day will begin

Burnt out ends of smoky days
The stale cold smell of morning
A street lamp dies, another night is over
Another day is dawning

Touch me
It’s so easy to leave me
All alone with my memory
Of my days in the sun
If you touch me
You’ll understand what happiness is
Look a new day has begun

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Why the market is freaking out about Tesla

Elon MuskTesla CEO Elon MuskReuters/Bobby Yip

Financial opinions around Tesla are once again lurching wildly.

This always seems to happen when there’s a moment to reassess the electric-car maker’s stock. On Sunday, Tesla announced that it had greatly exceeded delivery expectations for the third quarter, with 24,500 vehicles officially sold to customers.

That news didn’t send the stock on a run. After a modest 5% bump, Tesla shares slipped back to around $210.

Then they fell off a cliff on Thursday, when Goldman Sachs downgraded its Tesla rating to “neutral” and dropped its target price to $185 from $240. This follows a much more substantial downgrade by Morgan Stanley’s reliable Tesla bull, Adam Jonas, who had earlier pulled back his target price to $245 from a lofty $465.

For many analysts, Tesla has nowhere to go but down, given that the company has probably achieved as much rapid growth as was possible and now has all its value effectively “priced in.” That situation offers a $30 billion market cap and a return of over 1,000% for the earliest Tesla investors — those who got in back in 2010, when shares were $17.

But for the past year, it’s been slowly dawning on Tesla analysts that this onetime high-tech, high-growth company out of Silicon Valley isn’t the Amazon of automobiles. Rather, it’s a maturing carmaker, a new entrant in one of the most capital-intensive businesses yet devised by humans.

Burn, baby, burn

TSLA Chart 10/7/16Ouch.Google Finance

Putting aside worries about Tesla’s other business lines — the $2.6 billion SolarCity acquisition, the emerging energy-storage enterprise, the $6 billion battery factory in Nevada — all attention has now shifted to near certainty that Tesla will once again need to sell shares to raise money, several billion in all likelihood.

Market observers have griped that there’s a deep conflict of interest between banks such as Morgan Stanley and Goldman Sachs grabbing Tesla’s stock issuances at the same time they’re making calls on its share price, but at the moment, those banks look as though they’re trimming their expectations for Tesla as an investment.

Tesla isn’t going to get a free pass on its capital burn forever. At the moment, capital discipline is all the rage in the auto industry. Fiat Chrysler Automobiles CEO Sergio Marchionne has been dining out on a scathing presentation he gave last year called “Confessions of a Capital Junkie,” in which he excoriated the auto industry for its flagrant cash-burning ways.

General Motors executive leadership is also preoccupied with how it’s spending its money — and it has a lot to spend. GM President Dan Ammann told Business Insider last week the automaker is making $1 billion a month. But GM is explicitly engaged with committing only to markets where it thinks it will see a good return on investment. That drove a decision in 2015 to exit the Russian market, one once thought to have the potential for major growth.

Triple-secret double-down mode

mary barraGM CEO Mary BarraBill Pugliano/Getty

Tesla hasn’t historically been bad at capital discipline; over the course of a year, it has a fraction of what a GM or Ford or Toyota might spend in a quarter, so it has to watch every penny. But CEO Elon Musk and his team are now in triple-secret double-down mode — I know that doesn’t make any sense, but Tesla future investment requirement are almost comically ambitious — and from the perspective of leadership, it would be dumb to let the stock slip before heading back to the markets to raise money. Musk wants to produce 500,000 vehicles annually by 2018, and getting there ain’t gonna be cheap.

The bottom line is that Tesla sees its stock price as a means to an end. The company’s own investment thesis, such as it is, asks investors to take a long-term view: Tesla will be a major player in the future of transportation. Whatever happens with the stock price day-to-day is a distraction. All that matters is that Tesla shares be considered valuable when it’s time to create a new cash pile.

Tesla is right on the edge of crossing a river when it comes to how it spends money. As it gets bigger and has to manage more lines of business, capital efficiency will become vastly more important. But for now, Tesla’s capital exists to be spent, and that’s clearly freaking out the analysts who cover the company.

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