Good afternoon
Please read below and attached the “Update to the Bidding Process”, to include the draft “Asset Purchase Agreement”, “Bill of Sale and Assignment” and “wire transfer” information.
Bids, per the “Bidding Process” below are due on or before August 7 and please contact Barry M. Schwartz, Esq., counsel to Hercules (HercGamma). He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Barry is available at 201 525 6204 and at bschwartz@coleschotz.com
Ken, Jim and I are available to answer any questions and provide updated access to the on line due diligence.
Best
Steve
The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Gamma Medical, Inc.
Further to Gerbsman Partners (http://gerbsmanpartners.com)sales letter of July 5, 2017, regarding the sale of certain assets of Gamma Medica, Inc. , (“Gamma Medica”), I am attaching the Asset Purchase Agreement “APA” and Bill of Sale and Assignment and Wire Transfer information (below).
Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party. HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of Gamma Medica’s assets, as provided in the Uniform Commercial Code.
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”.
The sale is being conducted by Hercules for the benefit of HercGamma. Hercules will use best efforts to make select Gamma Medica’s employees available to assist purchasers with due diligence and to assist with a prompt and efficient transition at a mutually convenient time. Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.
Any and all the assets of Gamma Medica 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 August 7, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Barry M. Schwartz, Esq., counsel to Hercules (HercGamma). He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Barry is available at 201 525 6204 and at bschwartz@coleschotz.com
The Wire Transfer information for the refundable deposit required with any bid is outlined below:
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 Gamma Medica 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 Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 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.
Bids should identify those assets being tendered for in a specific and identifiable way.
Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (this will be wired to Hercules counsel trust account). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
Hercules will require the successful bidder to close within 7 business days. Any or all of the assets of Gamma Medica 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 Gamma Medica Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake 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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