The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Local Roots Farms
Further to Gerbsman Partners Update and sales letter of September 6, 2018 regarding the sale of certain assets of Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries, I am attaching a “Table of Contents” for the LRF “Due Diligence Room”, “Local Roots Farms Draft Asset Purchase Agreement – APA” and “Wire Transfer Information” for the refundable deposit required for submitting a bid.
Prior to the bid date of October 12, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to LRF, to discuss any questions or comments of a legal nature relating to the transaction. Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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.
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 Local Roots Farms to solicit interest for the acquisition of all or substantially all of LRF’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Local Roots Farms Assets”).
Any and all the assets of LRF will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
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 Local Roots Farms Assets has been supplied by LRF. 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 LRF, 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.
Local Roots Farms, 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 LRF’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the LRF 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 LRF or Gerbsman Partners. Without limiting the generality of the foregoing, Local Roots Farms and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF 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 agreeent (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 LRF 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 LRF, 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 LRF 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 LRF Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located 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. The attached LRF fixed asset list may not be complete and Bidders interested in the LRF’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 (wire transfer information will be supplied at a later date). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
LRF 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.
LRF will require the successful bidder to close within 7 business days. Any or all of the assets of LRF 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 LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Dennis Sholl
Kenneth Hardesty
Blog of Intellectual Capital 