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Posted in Uncategorized on October 13, 2020| Leave a Comment »
Update to “The Bidding Process, Procedures for the Sale of Ravenna Pharmaceuticals
Further to Gerbsman Partners sales letter of October 5, 2020 regarding the sale of Ravenna Pharmaceuticals (“Ravenna”) I am attaching “Exhibit A, Ravenna NDA”, “Ravenna presentation” and “Table of Contents” for Ravenna Data Room due diligence information.
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, Jim and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.
Any and all the assets of Ravenna will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Ravenna Pharmaceuticals to solicit interest for the acquisition of all, or substantially all, the assets of Ravenna.
Ravenna Pharmaceuticals (Ravenna) is a privately held biotechnology company located in Seattle, Washington. The Assets and Intellectual Property of Ravenna were transferred form Petra Pharmaceuticals to Ravenna at the time of the acquisition of Petra by a major worldwide pharmaceutical company. Petra was a privately funded a drug development company focused on novel enzyme targets that play a central role in a variety of important cellular processes, including cell division, growth trafficking, and signaling.
The specific assets and Intellectual Property of Ravenna are in the oncology arena and stem from studies of Phosphoinositide (PI) signaling pathway dysregulation.
Ravenna represents:
The acquisition of Ravenna’s assets enables immediate access to clinical and preclinical drug candidates. Ravenna has a patent portfolio comprising 26 patent applications to protect the company’s preclinical and clinical assets.
Ravenna has developed and owns the following core assets:
1.Petra 06 – This is a Phase II ready development program, based on the observations a couple of years ago, made in Lew Cantley’s lab. Namely, that it was possible to render pi3 kinase inhibitor resistant tumors, sensitive again to Pi3 kinase inhibition, by either co-administering a glucose-lowering agent, or by placing treated tumor-bearing animals on a ketogenic diet. https://www.nature.com/articles/s41586-018-0343-4. Based on these observations, Petra, in-licensed from Takeda, a Pi3 kinase alpha inhibitor that had completed Phase I studies. The Petra 06 program has an open IND, to commence Phase 2 studies of this inhibitor in concert with Invokana in patients with mutant PI3 kinase or kras mutant tumors. CRO(s) and study sites are under contract. Over 240,000 patients are diagnosed each year with a mutated Pi3K tumor.
2.Petra 01 – This is a pre-clinical program whose drug development candidate is ready to enter GLP toxicology studies as a prelude to an IND filing. The compound is a Pip4 kinase inhibitor that was recently shown to manifest profound anti-tumor activity in AML as a result of its being able to function as a GCN-2 agonist. In over two hundred individual human AML samples tested, exposure to Petra 01 showed an ability to result in 100% cell death in approximately half of the specimens tested. There appears to be an AML blast biomarker that correlates with Petra 01 sensitivity.
PLEASE SEE ATTACHED POWERPOINT PRESENTATION THAT DISCUSSES RAVENNA ASSETS/PROGRAMS
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 Ravenna’s assets has been supplied by Ravenna. 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 Ravenna, 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.
Ravenna, 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 Ravenna’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Ravenna 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 Ravenna or Gerbsman Partners. Without limiting the generality of the foregoing, Ravnna and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Ravenna 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.
Ravenna Pharmaceuticals Board of Directors
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 Ravenna 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 Ravenna, 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 Ravenna 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 Ravenna Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 30, 2020 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman’s office, located at 211 Laurel Grove Ave, 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 $200,000. The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Ravenna 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.
Ravenna will require the successful bidder to close within 7 business days. Any or all of the assets of Ravenna 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 Ravenna Assets shall be the sole responsibility of the successful bidder and shall be paid to Ravenna at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman steve@gerbsmanpartners.com
Kenneth Hardesty
Posted in Uncategorized, tagged Ravenna Pharmaceuticals on October 5, 2020| Leave a Comment »
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Ravenna Pharmaceuticals to solicit interest for the acquisition of all, or substantially all, the assets of Ravenna Pharmaceuticals.
Ravenna Pharmaceuticals (Ravenna) is a privately held biotechnology company located in Seattle, Washington. The Assets and Intellectual Property of Ravenna were transferred form Petra Pharmaceuticals to Ravenna at the time of the acquisition of Petra by a major worldwide pharmaceutical company. Petra was a privately funded a drug development company focused on novel enzyme targets that play a central role in a variety of important cellular processes, including cell division, growth trafficking, and signaling.
The specific assets and Intellectual Property of Ravenna are in the oncology arena and stem from studies of Phosphoinositide (PI) signaling pathway dysregulation.
Ravenna represents:
The acquisition of Ravenna’s assets enables immediate access to clinical and preclinical drug candidates. Ravenna has a patent portfolio comprising 26 patent applications to protect the company’s preclinical and clinical assets.
Ravenna has developed and owns the following core assets:
PLEASE SEE ATTACHED POWERPOINT PRESENTATION THAT DISCUSSES RAVENNA ASSETS/PROGRAMS
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 Ravenna’s assets has been supplied by Ravenna. 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 Ravenna, 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.
Ravenna, 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 Ravenna’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Ravenna 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 Ravenna or Gerbsman Partners. Without limiting the generality of the foregoing, Ravnna and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Ravenna 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.
Ravenna Pharmaceuticals Board of Directors
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 Ravenna 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 Ravenna, 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 Ravenna 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 Ravenna Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 30, 2020 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman’s office, located at 211 Laurel Grove Ave, 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 $200,000. The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Ravenna 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.
Ravenna will require the successful bidder to close within 7 business days. Any or all of the assets of Ravenna 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 Ravenna Assets shall be the sole responsibility of the successful bidder and shall be paid to Ravenna at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Kenneth Hardesty
Blog of Intellectual Capital 