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Archive for March, 2017

Sale of intellectual property asset mcTMS

Gerbsman Partners has been retained by Rio Grande Neurosciences, Inc. (RGN) to solicit interest for the sale of RGN multicoil transcranial magnetic stimulation (mcTMS) Intellectual Property and Assets (“RGN Asset”).

Headquartered in Santa Fe, New Mexico, RGN is a medical device company that develops non-invasive brain stimulation (NIBS) technologies for use in treating neurological and psychiatric conditions and enhancing cognitive performance. $30MM has been invested in the mcTMS IP and technology development.

RGN has made a strategic decision to sell its TMS assets. The company has been in discussion with another party that has expressed an interest in acquiring the Company’s PEMF and TES assets and so has decided not to offer them for sale. The Company had previously expressed a desire to sell all three assets but withdrew the offer both because baseless claims were made that another entity had a prior right to buy the Company and of the pendency of an offer from a legitimate buyer to purchase all the the assets. The entity claiming to have a prior right to purchase the Company has withdrawn that claim, and the pending offer to purchase has narrowed to PEMF and TES.

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 the RGN’s Asset (as defined herein) has been supplied by RGN. 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 RGN’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the RGN Asset will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of RGN and Gerbsman Partners. Without limiting the generality of the foregoing, RGN and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the RGN 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 Confidential Disclosure Agreement attached hereto as Appendix A.
Company Profile
Rio Grande Neurosciences, Inc. (RGN), a Santa Fe, New Mexico based medical device company, has developed a suite of non-invasive brain stimulation (NIBS) technologies for use in treating neurological and psychiatric conditions and enhancing cognitive performance. The NIBS technologies, also called electroceuticalsTM, include a multicoil transcranial magnetic stimulation (mcTMS) device.

Multi-coil TMS, IP from Stanford University and originally developed by Cervel Neurotech, involves selectively modulating brain circuit nodes. This is accomplished with an array of coils that steer induced electrical currents so as to optimally modulate targeted brain regions. Each magnetic coil is independently positioned and powered, thereby steering the electrical current toward unique brain areas not reachable by single-coil devices RGN’s mcTMS assets include a sought-after intellectual property position for TMS with multiple coils and strong clinical data in the areas of depression and pain. A complete FDA 510k application for treatment-resistant depression has been compiled.

Founded in 2011 as a start-up company with support from a Los Alamos National Labs (LANL) Venture Accelerator award, RGN has raised $6.2 million over 5 years of capital financing. Over $30 million has been invested into the development of mcTMS over time.

RGN believes its mcTMS assets are attractive for a number of reasons:
mcTMS
1. RGN’s intellectual property position for mcTMS covers the use of TMS with more than one coil, a position sought by single-coil TMS manufacturers.
2. mcTMS has advantages over single coil TMS, such as the ability to target multiple brain regions simultaneously or in sequence and to steer current to brain areas not addressable by single-coil approaches (e.g., deeper brain structures)
3. mcTMS has been shown to significantly reduce treatment resistant depression.
4. mcTMS treatment response rates were found to be markedly higher than that reported by single-coil TMS approaches for treatment-resistant depression.
5. Clinical studies (Stanford University) have shown that mcTMS can markedly reduce both acute and chronic pain.
6. Ongoing research at Stanford University has demonstrated proof of principle for a novel mcTMS pulsing method that can enhance plasticity (RGN-owned IP), a foundation for next generation TMS methodology that may be far more efficacious and require fewer treatments.

Impact of Technology on the Market
RGN’s mcTMS device offers a unique value proposition

mcTMS

1. RGN owns the only multicoil TMS device and the multicoil approach has a number of advantages over single coil TMS devices.

2. Single coil devices exhibit either shallow and focused stimulation (small diameter coils) or deep and diffuse stimulation (large diameter coils), but cannot stimulate deeper brain structures with selectivity.

3. Multicoil TMS employs an array of coils that steer induced electrical currents so as to optimally modulate targeted brain regions not reachable by single-coil devices. This approach has been shown to be clinically effective in depression and results in higher treatment response rates than single-coil TMS devices.

4. RGN’s IP position prevents competitors from using multiple coils.

5. New data suggest that a novel multicoil TMS pulsing sequence can enhance plasticity (RGN-owned IP), an approach that may result in a next generation TMS methodology that could dramatically increase efficacy and reduce treatment duration compared to current standards.

6. RGNs novel mcTMS business model is expected to capture significant market share and put pressure on single-coil competitors.

Intellectual Property Summary
RGN has an expansive portfolio of intellectual property that covers important methods and uses of NIBS. At present, RGN has (U.S.) 13 issued patents, 8 pending patents for mcTMS (some of which are licenses from Stanford University that are assignable). More detail can be found in Appendix B. The portfolio represents a broad array of strategic variables including:
mcTMS
1. Device for selective deep brain stimulation via multi-coil magnet arrays.
2. Methods for selectively modulating deep areas of the brain with shaped magnetic fields, using sulci as pathways for current flow.
3. Shaping of pulsed magnetic field is changed by altering the polarity of individual magnets with an array.
4. Use of different pulse rates from individual coils in one array and latencies between their discharges to achieve specific neuromodulation effects.
5. Network-based deep brain stimulation using multiple pulsed magnetic sources.

RGN’s mcTMS Asset
1. Patents, patent applications, and trademarks
2 Technology addressing the estimated the multibillion dollar global markets for treating depression
3. mcTMS clinical trial data for drug-resistant depression and pain
4. Unique and clinically relevant patient data
5. Next generation product designs
6. Product cost reduction designs
7. Device and component inventory
8. Intellectual capital and expertise
9. Complete FDA 510k application for treatment-resistant depression

The sale of the mcTMS asset is being conducted with the cooperation of RGN. RGN and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, RGN should not be contacted directly without the prior consent of Gerbsman Partners

Management
Steven Gluckstern, Ed.D., MBA – President & CEO

Steven has served as RGN’s president and CEO since 2011. Previously he has served as Chairman and CEO of Ivivi Health Sciences, Zurich Scudder Investments, and Centre Reinsurance.

Blake Gurfein, Ph.D. – Chief Science Officer
Blake is a neuroimmunologist and faculty member at the University of California San Francisco. Blake worked with RGN as a consultant from 2013-2014 and joined the company as Chief Science Officer in 2014. In this role, Blake oversees basic science and clinical research activities, manages staff, and interfaces with the medical advisory board. Blake has 15 years of experience in neuroscience and immunology research and has been involved in the design, development, and preclinical/clinical investigation of medical devices.

Sean Hagberg, Ph.D. – Chief Strategist
Sean co-founded RGN in 2011 and in 2004 co-founded Ivivi Technologies, which developed RGN’s PEMF technology. Sean is a faculty member at the University of New Mexico and served as Chief Science Officer of Ivivi and led the scientific and clinical research program, including several first-in-human RCTs with using PEMF. Sean has been involved in all aspects of PEMF IP development, testing, basic science through clinical trials and regulatory processes.

Michael Weisend, Ph.D – Senior Scientist
Mike is a neuroscientist and faculty member at the University of New Mexico, Wright State University, and The Mind Research Network. Mike consulted for RGN from 2011 to 2015 and joined as a senior scientist in late 2015. Mike has 25 years of experience in neuroimaging, brain stimulation, and device development with emphases in memory, epilepsy, mental illness.

Peter Schwartz, Ph.D. – Director of Engineering
Peter is an engineering executive with a background rooted in science, and he has worked with RGN since 2015, spearheading the mcTMS 510(k) effort. Peter has 20 years of experience in research and development of capital equipment ushering inventions from the laboratory through commercialization.

Bret Schneider, M.D. – Senior Scientist
Bret is the principal inventor of multi-coil TMS and has 25 years of experience in neurotechnology development. Bret is also a Consulting Associate Professor of Psychiatry at Stanford University School of Medicine and a practicing psychiatrist

Board of Directors
Steven Gluckstern, Chairman: CEO, Rio Grande Neurosciences
Stephen Juelsgaard, D.V.M., J.D.: Former General Counsel, Genentech
John Wilkerson: Managing Director, Galen Partners

The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix B) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the RGN 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 RGN Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday April 18, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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. All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Rio Grande Neurosciences, Inc.). The wiring instructions for the deposit will be sent at a later date. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by RGN’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

RGN 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

RGN will require the successful bidder to close within a 7 day period. Any or all of the assets of RGN 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 RGN Assets shall be the sole responsibility of the successful bidder and shall be paid to RGN at the closing of each 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

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com

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10 Little Things Successful People Do Differently

Achieving your biggest goals doesn’t happen by accident.

Successful people think differently, act differently and ultimately distinguish themselves from unsuccessful people by taking a distinctive path toward their goals.

Successful people all have similar traits and similar patterns. The truth is that being successful is not far-fetched if you can learn what other successful people do. And no, it doesn’t have to be big acts of philanthropy or innovation. It can be small things, things you can do every day to reach your goals.

Here are 10 things successful people do daily:

1. They strive for consistency. 

Successful people are focused on meeting their objectives and this is why they have a consistent schedule. According to Rameet Chawla, founder of Fueled, having a consistent schedule aids prioritization and allows you to keep the important tasks at the top of your list.

2. They set daily goals.

Kenneth Chenault, CEO of American Express, has a detailed plan for his day by writing down three things he wants to accomplish the next day. Successful people are clear about their goals and having a list to propel them to meeting these goals sets them apart.

3. They nurture the right relationships.

In his book Tribes, Seth Godin explains there are tribes everywhere hungry for connection, meaning and change. Successful people look for support and find people they can connect with intellectually. Find your tribe and collaborate, play off each other’s strengths and watch everyone grow. Jim Rohn says you are the average of your five closest friends. Who are yours?

4. They display high emotional intelligence.

Emotionally intelligent people constantly look for ways to add value and contribute to their environment. They use their emotional awareness to think progressively and find answers to problems. This quality helps them to inspire others to be successful, too. According to Steve Jobs, “Creativity is just connecting things. When you ask creative people how they did something, they feel a little guilty because they didn’t really do it; they just saw something. It seemed obvious to them after a while.”

Related: 18 Signs You Have High Emotional Intelligence

5. They take action.

Successful people take action. Nothing is solved when you let the feeling of overwhelm set you back. Through actions you can attain results and discover a path toward your goals.

6. They practice positive self-talk.

When you use phrases like, Today is going to be a great day or I am successful, you boost your intellectual ability and improve your chances of attaining your goals for the day.

7. They stay healthy.

President Barack Obama exercises 45 minutes per day, six days a week. A healthy mind and body is the first step to success. Your body is a vehicle to everything you achieve. Such physical activity doesn’t only keep the body physically healthy; it also improves one’s mental state.

8. They meditate.

Meditation allows you to focus and be more productive. Oprah Winfrey speaks about the great benefits of meditation and how the results have included better relationships and being more creative.

9. They act on small improvements toward their major goals.

According to Henry Ford, “Nothing is particularly hard if you divide it into small pieces.” Successful people apply the domino effect toward their ambitions by making small and continuous improvements every day.

10. They wake up early.

From Tim Cook, the CEO of Apple, to Jeffrey Immelt, the CEO of General Electric, waking up early seems to be the tradition of successful people. So much can be done within those wee hours of the day that is much harder to accomplish when distractions, meetings and environmental noise are added.

In the end, it takes consistent practice to be successful. Success doesn’t happen by accident, but because you have committed yourself to certain activities, that will help you reach your goals.

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10 Things Successful People Never Do Again

We all make mistakes but the people who thrive from their mistakes are the successful ones.

“Never go back.” What does that mean? From observations of successful people, clinical psychologist and author of Never Go Back: 10 Things You’ll Never Do Again (Howard Books, June 2014), Dr. Henry Cloud has discovered certain “awakenings” that people have—in life and in business—that once they have them, they never go back to the old way of doing things. And when that happens, they are never the same. In short, they got it.

“Years ago, a bad business decision of mine led to an interesting discussion with my mentor,” Dr. Cloud says. “I had learned a valuable lesson the hard way, and he reassured me: ‘The good thing is once you learn that lesson, you never go back. You never do it again.’

“I wondered, what are the key awakenings that successful people go through that forever change how they do things, which propel them to succeed in business, relationships, and life? I began to study these awakenings, researching them over the years.”

Although life and business have many lessons to teach us, Dr. Cloud observed 10 “doorways” of learning that high performers go through, never to return again.

Successful people never again…

Related: 10 Little Things Successful People Do Differently

1. Return to what hasn’t worked.

Whether a job, or a broken relationship that was ended for a good reason, we should never go back to the same thing, expecting different results, without something being different.

2. Do anything that requires them to be someone they are not.

In everything we do, we have to ask ourselves, “Why am I doing this? Am I suited for it? Does it fit me? Is it sustainable?” If the answer is no to any of these questions, you better have a very good reason to proceed.

3. Try to change another person.

When you realize that you cannot force someone into doing something, you give him or her freedom and allow them to experience the consequences. In doing so, you find your own freedom as well.

4. Believe they can please everyone.

Once you get that it truly is impossible to please everyone, you begin to live purposefully, trying to please the right people.

5. Choose short-term comfort over long-term benefit.

Once successful people know they want something that requires a painful, time-limited step, they do not mind the painful step because it gets them to a long-term benefit. Living out this principle is one of the most fundamental differences between successful and unsuccessful people, both personally and professionally.

6. Trust someone or something that appears flawless.

It’s natural for us to be drawn to things and people that appear “incredible.” We love excellence and should always be looking for it. We should pursue people who are great at what they do, employees who are high performers, dates who are exceptional people, friends who have stellar character, and companies that excel. But when someone or something looks too good to be true, he, she, or it is. The world is imperfect. Period. No one and no thing is without flaw, and if they appear that way, hit pause.

7. Take their eyes off the big picture.

We function better emotionally and perform better in our lives when we can see the big picture. For successful people, no one event is ever the whole story. Winners remember that—each and every day.

8. Neglect to do due diligence.

No matter how good something looks on the outside, it is only by taking a deeper, diligent, and honest look that we will find out what we truly need to know: the reality that we owe ourselves.

9. Fail to ask why they are where they find themselves.

One of the biggest differences between successful people and others is that in love and in life, in relationships and in business, successful people always ask themselves, what part am I playing in this situation? Said another way, they do not see themselves only as victims, even when they are.

10. Forget that their inner life determines their outer success.

The good life sometimes has little to do with outside circumstances. We are happy and fulfilled mostly by who we are on the inside. Research validates that. And our internal lives largely contribute to producing many of our external circumstances.

And, the converse is true: people who are still trying to find success in various areas of life can almost always point to one or more of these patterns as a reason they are repeating the same mistakes.

Everyone makes mistakes…even the most successful people out there. But, what achievers do better than others is recognize the patterns that are causing those mistakes and never repeat them again. In short, they learn from pain—their own and the pain of others.

A good thing to remember is this: pain is unavoidable, but repeating the same pain twice, when we could choose to learn and do something different, is certainly avoidable. I like to say, “we don’t need new ways to fail….the old ones are working just fine!” Our task, in business and in life, is to observe what they are, and never go back to doing them again.

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Innovation

Top 10 ‘breakthrough’ technologies for 2017

File photo: A visitor speaks to Baidu's robot Xiaodu at the 2015 Baidu World Conference in Beijing, China, September 8, 2015. Xiaodu, an artificial intelligent robot developed by Baidu, has access to the company's search engine database and can respond to voice commands, Baidu says. (REUTERS/Kim Kyung-Hoon)

File photo: A visitor speaks to Baidu’s robot Xiaodu at the 2015 Baidu World Conference in Beijing, China, September 8, 2015. Xiaodu, an artificial intelligent robot developed by Baidu, has access to the company’s search engine database and can respond to voice commands, Baidu says. (REUTERS/Kim Kyung-Hoon)

The technologies making waves in 2017 include brain implants and quantum computers.

Here is a list of the top 10 technologies that are expected to be prevalent this year, according to MIT.

AI that learns like humans

At the top of the list is behavior-reinforced artificial intelligence.

Whether that’s mastering the complex game of Go and beating a champion or learning to merge a self-driving car into traffic.

The technology is based on reinforcement learning, documented more than a 100 years ago by psychologist Edward Thorndike. He showed that cats eventually learned how to escape from a box with a latched door by trial-and-error. That behavior was reinforced with reward (food) and eventually became an established behavior.

Availability: 1 to 2 years

360-degree cameras for everyone

People experience the world in 360 degrees — now consumer cameras can too.

Until recently, that wasn’t the case: it used to cost thousands of dollars to build a system that that replicated a 360 experience. Today, you can grab a good 360-degree camera for under $500.

The key is using the technology in a way that doesn’t bore your friends and family. Interesting applications include journalists using low-cost 360 cameras to document news, including this New York Times video that can be panned 360 degrees showing the devastation left by ISIS in Palmyra, Syria.

Availability: Now

Gene therapy for curing hereditary disorders

This is best illustrated in the case of a baby boy who had serious immune deficiency that forced his parents to wear surgical masks and boil toys in water.

They believed the only option was to get a bone marrow transplant but learned about therapy that replaced the gene that was destroying his immune system. It worked and the baby was cured.

Availability: 10 to 15 years

Solar Cells that are twice as efficient

So-called “hot” solar cells convert “heat to focused beams of light.”

The operative phrase here is that it could be “roughly twice as efficient as conventional photovoltaics” and lead to cheap solar power that keeps working at night.

Availability: 10 to 15 years

A map of every human cell type

This could reveal “a sophisticated new model of biology” that speeds the search for drugs. Research suggests that there are about 300 cell variations but the “true figure is undoubtedly larger.”

This will allow discovery of new cell types and accelerate testing of new drugs.

Availability: 5 years

Self-driving trucks 

We’ve heard lots about self-driving cars – but trucks? One idea is for these future trucks to drive autonomously on long highway stretches when drivers might not be alert.

Broader application is convoys that “platoon” together to cut down on wind drag and save on fuel costs.

Availability: 5 to 10 years

Pay by face

A flick of your Apple Watch to pay at Starbucks is already doable in the real world. The next step may be face recognition that is “finally accurate enough to be widely used in financial transactions and other everyday applications.”

Baidu, China’s most popular search engine, is working on a system that lets people buy rail tickets with a face scan.

Availability: Now

Quantum Computers

The first thing to understand about quantum computers is that they’re not easy to explain.

The upshot is that these computers, using quantum bits, can crunch certain very complex calculations much faster than traditional computers.

Availability 4 to 5 years

Curing Paralysis

In an experiment, a monkey regained movement in a paralyzed leg via man-made electronic interfaces. Essentially, these interfaces “bypass damage” to the nervous system.

The obvious application is people who suffer paralyzing injuries.

Availability: 10 to 15 years

Botnets of Things

This isn’t a good thing. It’s malware that “takes control of webcams, video recorders, and other consumer devices” to wreak chaos on the Internet.

“Botnets based on this software are disrupting larger and larger swaths of the Internet—and getting harder to stop.”

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A dear and long time family friend passed away this week while on vacation in Cambodia.  He was going to retire from his Doctor practice in August and was anticipating an enjoyable retirement.

He passed away in his sleep, without pain and without the challenge of suffering.

Our friend, Dr. Fred Youngswick, was a great family man, husband, father, grandfather, uncle and good friend.

He was a young man in his mid 60’s, cut short of life to early.

So when you go home today, kiss your wife and kids.  Tell them you love them.  Call a friend and see how they are doing.  Do a good deed for someone.

These “wake up calls of life” put into perspective the reality of what is truly important.

My friend, your measurement in life is how your children live their lives and how they raise their children.   You and CY have succeeded on all fronts, as your family is loving, considerate and have ethics and integrity.

Be well my friend and a final toast “to the memory of one who once was, and to the knowledge you will be in your family and friends minds forever”.

with Respect and Love

Gerbs

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IT’S OFFICIAL: Intel is buying the autonomous-driving company Mobileye for $15.3 billion

A device, part of the Mobileye driving assist system, is seen on the dashboard of a vehicle during a demonstration for the media in Jerusalem October 24, 2012. REUTERS/Baz RatnerMobileye technology.Thomson Reuters

Intel is buying the Israeli autonomous-driving company Mobileye for $63.54 a share in cash, or about $15.3 billion.

Mobileye soared about 30% in premarket trading Monday after the Israeli newspaper Haaretz broke the news.

The Jerusalem-based company develops vision-based driver-assistance tools to provide warnings before collisions.

“Mobileye brings the industry’s best automotive-grade computer vision and strong momentum with automakers and suppliers,” Intel CEO Brian Krzanich said in a statement.

“Together, we can accelerate the future of autonomous driving with improved performance in a cloud-to-car solution at a lower cost for automakers.”

Tesla began incorporating Mobileye’s technology into Model S cars in 2015.

In January, it announced it was developing a test fleet of autonomous cars together with BMW and Intel.

Mobileye was cofounded in 1999 by Amnon Shashua, an academic, and Ziv Aviram, who is the CEO. Goldman Sachs and Morgan Stanley took it public in 2014.

Here’s the full press release:

SANTA CLARA, Calif. & JERUSALEM–(BUSINESS WIRE)–Intel Corporation (NASDAQ: INTC) and Mobileye N.V. (NYSE: MBLY) today announced a definitive agreement under which Intel would acquire Mobileye, a global leader in the development of computer vision and machine learning, data analysis, localization and mapping for advanced driver assistance systems and autonomous driving. Pursuant to the agreement, a subsidiary of Intel will commence a tender offer to acquire all of the issued and outstanding ordinary shares of Mobileye for $63.54 per share in cash, representing an equity value of approximately $15.3 billion and an enterprise value of $14.7 billion.

The combination is expected to accelerate innovation for the automotive industry and position Intel as a leading technology provider in the fast-growing market for highly and fully autonomous vehicles. Intel estimates the vehicle systems, data and services market opportunity to be up to $70 billion by 2030. This transaction extends Intel’s strategy to invest in data-intensive market opportunities that build on the company’s strengths in computing and connectivity from the cloud, through the network, to the device.

This acquisition will combine the best-in-class technologies from both companies, spanning connectivity, computer vision, data center, sensor fusion, high-performance computing, localization and mapping, machine learning and artificial intelligence. Together with partners and customers, Intel and Mobileye expect to deliver driving solutions that will transform the automotive industry. The combined global autonomous driving organization, which will consist of Mobileye and Intel’s Automated Driving Group, will be headquartered in Israel and led by Prof. Amnon Shashua, Mobileye’s Co-Founder, Chairman and CTO. The organization will support both companies’ existing production programs and build upon relationships with automotive OEMs, Tier-1 suppliers and semiconductor partners to develop advanced driving assist, highly autonomous and fully autonomous driving programs. Intel Senior Vice President Doug Davis will oversee the combined organization’s engagement across Intel’s business groups and will report to Prof. Amnon Shashua after the transaction’s closing.

“This acquisition is a great step forward for our shareholders, the automotive industry and consumers,” said Brian Krzanich, Intel CEO. “Intel provides critical foundational technologies for autonomous driving including plotting the car’s path and making real-time driving decisions. Mobileye brings the industry’s best automotive-grade computer vision and strong momentum with automakers and suppliers. Together, we can accelerate the future of autonomous driving with improved performance in a cloud-to-car solution at a lower cost for automakers.”

“We expect the growth towards autonomous driving to be transformative. It will provide consumers with safer, more flexible, and less costly transportation options, and provide incremental business model opportunities for our automaker customers,” said Mr. Ziv Aviram, Mobileye Co-Founder, President and CEO. “By pooling together our infrastructure and resources, we can enhance and accelerate our combined know-how in the areas of mapping, virtual driving, simulators, development tool chains, hardware, data centers and high-performance computing platforms. Together, we will provide an attractive value proposition for the automotive industry.”

As cars progress from assisted driving to fully autonomous, they are increasingly becoming data centers on wheels. Intel expects that by 2020, autonomous vehicles will generate 4,000 GB of data per day, which plays to Intel’s strengths in high-performance computing and network connectivity. The complexity and computing power of highly and fully autonomous cars creates large-scale opportunities for high-end Intel® Xeon® processors and high-performance EyeQ®4 and EyeQ®5 SoCs, high-performance FPGAs, memory, high-bandwidth connectivity, and computer vision technology.

Transaction Details and Timing

The transaction is expected to be accretive to Intel’s non-GAAP EPS and free cash flow immediately. Intel intends to fund the acquisition with cash from the balance sheet.

The transaction is expected to close within the next nine months. It has been approved by the Intel and Mobileye Boards of Directors and is subject to the receipt of certain regulatory approvals and other closing conditions. The offer is not subject to any financing conditions.

An Extraordinary General Meeting of Mobileye’s shareholders will be convened in connection with the offer to adopt, among other things, certain resolutions relating to the transaction.

For further information regarding the terms and conditions contained in the definitive agreement, please see Intel’s Current Report on Form 8-K and Mobileye’s Current Report on Form 6-K, which will be filed with the Securities and Exchange Commission in connection with this transaction. The offer will be described in more detail in a tender offer statement on Schedule TO to be filed by Intel and one or more of its subsidiaries and a solicitation/recommendation statement on Schedule 14D-9 to be filed by Mobileye.

Citi and Rothschild Inc. serve as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP serves as legal counsel to Intel. Raymond James & Associates, Inc. serves as financial advisor and Morrison & Foerster LLP serves as legal counsel to Mobileye.

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Integrated Surgical LLC

Further to Gerbsman Partners previous sales letter and update of February 22, 2017 and February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching for interested parties bidding on the assets and IP of Integrated:

1. Integrated Surgical “detail narrative & test results”. The company is available to discuss on a conference call.

2. First & Pulse IP “key opinion leader statements”

3. Data Room due diligence index.

4. Issued Patent List

5. Updated NDA required for confidential due diligence

6. 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 regarding the “Date Certain M&A Process”.

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

Any and all the assets of Integrated 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 Tuesday March 21, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Daniel Koeppen, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Daniel is available at dkoeppen@wsgr.com and 858 350 2393.

IIMPORTANT 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 Integrated’s Assets (as defined herein) has been supplied by Integrated. 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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Integrated 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) 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. All bids must be accompanied by a refundable deposit in the amount of $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated 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 Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each 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

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