Blog of Intellectual Capital

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