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Archive for December 9th, 2020

 

 

Update to “The Bidding Process, Procedures for the Sale of Sebacia, Inc.”

Further to Gerbsman Partners sales letter of November 23, 2020  regarding the sale of Sebacia, Inc. (“Sebacia” or (“Company”)  I am attaching “Exhibit A, Sebacia NDA”,  “Sebacia Patent information”, “Sebacia Table of Contents” for Sebacia Data Room due diligence information”, “Sebacia Patient and Clinician Testimonials” and “Sebacia Strategic IP Portfolio Overview (May 2020)”.

Gerbsman Partners has been retained by Hercules Capital, Inc. (“Hercules”), the senior secured lender to Sebacia, to solicit interest for the acquisition of all or substantially all of the assets of Sebacia, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Sebacia Assets”).  Hercules will succeed to the Sebacia Assets by virtue of a strict foreclosure under Section 9-620 of the Uniform Commercial Code.  Purchasers of the Sebacia Assets will receive all of Sebacia’s right, title, and interest therein, “as is where is” without any representations or warranties. 

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Hercules 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. 

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 Sebacia will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Founded in 2010 as part of The Innovation Factory, Sebacia set out to develop an alternative to the topical and systemic drugs currently available for the treatment of acne.  Starting with the observation that Accutane (isotretinoin) is highly effective in treating acne by targeting the sebaceous gland, but is limited by safety concerns, Sebacia envisioned a highly selective, targeted treatment to photothermally injure the sebaceous gland without the serious side effects of isotretinoin.  This same principle leveraged by Sebacia, selective photothermolysis, is behind highly safe and successful treatments in dermatology such as laser hair removal.  Sebacia, Inc. is headquartered at 2905 Premiere Parkway, Suite 150, Duluth, Georgia. Since inception, approximately $84 million of equity capital has been invested in Sebacia.

The sale is being conducted with the cooperation of Hercules and Sebacia.  Certain former Serbacia employees have advised Hercules that they will be available to assist purchasers with due diligence and assist with a prompt transfer of the Sebacia Assets.

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 Sebacia Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Hercules, Gerbsman Partners or their respective agents or contractors.  

Potential purchasers should not rely on any information contained in this memorandum or provided by Hercules or Gerbsman Partners (or their respective staff, agents, contractors, 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.

Hercules and Gerbsman Partners, and their respective staff, agents, contractors, 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 reason of Hercules’s or Gerbsman Partners’ (or their respective contractors’) negligence or otherwise. 

Any sale of the Sebacia 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 Hercules or Gerbsman Partners. Without limiting the generality of the foregoing, Hercules and Gerbsman Partners and their respective staff, agents, contractors, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Sebacia 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 Hercules’ or Gerbsman Partners’ prior consent. For further due diligence and information, please sign and return the non-disclosure agreement attached hereto as Exhibit A.  This must be executed by all interested parties who would like to access the on line due diligence room.

 The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (in the form attached hereto as Exhibit A) to have a presentation from Sebacia’s former management, intellectual capital and the due diligence “data room” documentation (the “Due Diligence Access”). Each interested party, upon obtaining Due Diligence Access, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures described herein; (ii) it has an opportunity to inspect and examine the Sebacia Assets and to review all pertinent documents and information with respect thereto; (iii) it is not relying upon any written or oral statements, representations, or warranties of Hercules or Gerbsman Partners, or any of their respective staff, agents, contractors or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of such interested party, and neither Hercules nor Gerbsman Partners (nor any of their respective, staff, agents, contractors or attorneys) 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 bid for the acquisition of the Sebacia Assets. Each sealed bid must be submitted via email to steve@gerbsmanpartners.com so as to be actually received by Gerbsman Partners and Hercules no later than Friday, January 8, 2021 at 3:00 pm. Eastern Standard Time (the “Bid Deadline”).

Bids should identify with specificity the assets being tendered for so that such assets are reasonably identifiable. 

Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from the sale. 

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 Hercules Capital). Unsuccessful bidders will have their deposit returned to them within 72 hours of Hercules’ acceptance of the successful bid.

Hercules will require the successful bidder to close within 7 days of Hercules’ acceptance of the successful bid.  Any and all of the Sebacia Assets will be sold on an “as is, where is” basis, with no representations or warranties whatsoever. 

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Sebacia Assets shall be the sole responsibility of the successful bidder, which shall pay the aggregate amount of all such taxes to Hercules concurrently with closing of each sale of the Sebacia Assets.

For additional information, please see below and/or contact: 

Steven R. Gerbsman                                                                        

steve@gerbsmanpartners.com                                  

 

Kenneth Hardesty

ken@gerbsmanpartners.com

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