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Archive for September 4th, 2022

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam.  

Specifically, The Board of Directors of “Baylin” have extended the sale of the Compact Antenna Range (CATR) System to Thursday, September 8, 2002 (see information below and attached) for a minimum price of $500,000.  Original purchase price is approximately $1.9 million. Also, please see attached a draft Asset Purchase Agreement (“APA”), Chamber component document, power point slides and information below.

Please see attached a draft Asset Purchase Agreement (“APA”) and the wire transfer information below for refundable deposit.

I would also encourage and recommend that all interested parties have their counsel speak with Philip Mohtadi, Esq. General Counsel and Corporate Secretary, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Philip is available at 1-647-291-7525 philip.mohtadi@baylintech.com It is also recommended that the “APA” be submitted with any bid.

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 Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”  has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

Potential purchasers should not rely on any information contained in this memorandum or provided by Baylin, 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.

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”,  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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets, “Compact Antenna Range (CTR)  System”, and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available to any person without Gerbsman Partners’ prior consent. 

 The Bidding Process for Interested Buyers

Interested and qualified parties will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, September 8, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  Please also email steve@gerbsmanpartners.com with any bid.

The attached Baylin Asset schedule for the “Compact Antenna Range (CTR)  System” may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder. 

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

Steven R. Gerbsman                                                                                                                                  

steve@gerbsmanpartners.com                          

Kenneth Hardesty

ken@gerbsmanpartners.com

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