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SALE OF ASSETS OF OPTIFY INC.

Gerbsman Partners (http://gerbsmanpartners.com ) has been retained by Optify, Inc (“Optify”), (http://optify.net) to solicit interest for the acquisition of all or substantially all of Optify’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Optify Assets”).

Headquartered in Seattle, Washington, Optify is a provider of a SaaS digital marketing suite, inclusive of both inbound marketing and marketing automation functionality, targeted at small to medium businesses and digital marketing agencies.

Optify Inc. is a privately held company.  Optify, founded in 2008, is headquartered in Seattle, Washington.  To date, Optify has secured $10.8 million in equity financing.  The company’s Series A round was led by Madrona Venture Group, with Triangle Peak Partners leading the Series B round.  The company also raised $1.5 million in venture debt from Silicon Valley Bank and an additional $2.0m in a convertible note from its two institutional investors.

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 Optify Assets has been supplied by Optify and has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact.  Please further note that all information provided herein relating to the operations of Optify’s business and its market positions relates to periods on or prior to August 31, 2013.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

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 Gerbsman Partners’ negligence or otherwise.

Any sale of the Optify 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, Gerbsman Partners.  Without limiting the generality of the foregoing, Gerbsman Partners, and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Optify 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 in Exhibit A.

SUMMARY OF HISTORICAL INFORMATION[1]

Optify Inc. is a Software-as-a-Service (SaaS) provider of a digital marketing suite for small to mid-size enterprises and digital marketing agencies.  Optify’s suite is very simple to use and thus accessible by a broad swath of less sophisticated marketers in smaller organizations.

In 2012, coinciding with the launch of its email marketing offering, the company shifted the business from primarily services-led SEO contracts with large enterprises (80% of the revenue in January 2012) to a transactional SaaS subscription revenue business with no attached services except training.  A new CEO started in May 2012 to drive the shift in go-to-market strategy.

For the 12 months beginning August 2012, the transactional SaaS subscription revenue has grown 141% to $160,000 of monthly recurring revenue (MRR).

The transactional SaaS distribution channel has been a direct telesales channel, which can be quickly replicated.  The company grew SaaS subscription revenue to agencies and businesses aggressively with a relatively young group of five telesales reps (average experience 2-4 years from college) at an average sales price of $650 MRR and a 25-day sales cycle via online demos and facilitated free trials.

The product strategy focused on a “simple and integrated” digital marketing suite to combine cross-channel marketing data in a single system without needing to log into multiple point solutions and/or merge spreadsheets constantly.

Optify’s digital marketing suite encompasses both “top-of-the-funnel” (inbound) and “mid-funnel” (marketing automation) functionality.
·       Inbound Marketing: The “top-of-the-funnel” areas of the product suite includes website tracking, persistence, and reporting of all website visitors and their historical behavior discretely for both anonymous and known visitors.  The inbound suite also includes Search Engine Optimization (SEO) tools and an integrated Twitter workflow interface.
·       Marketing Automation: The company’s suite also includes a robust “mid-funnel” set of marketing automation tools including landing pages & forms; email marketing; simple marketing automation & automated form-fill response; and a best-in-class contact manager showing all historical interactions with a contact including website visits, form-fills, and emails.

The company is positioned to capitalize on several industry trends – the migration of direct marketers from offline to online; the increased emphasis on accountability and ROI which has fueled the growth of the digital marketing space; and the increased focus on targeting and segmentation.

Optify Inc. is a privately held company.  Optify, founded in 2008, is headquartered in Seattle, Washington.  To date, Optify has secured $10.8 million in equity financing.  It’s Series A round was led by Madrona Venture Group, with Triangle Peak Partners leading the Series B round.  The company also raised $1.5 million in venture debt from Silicon Valley Bank and an additional $2.0m in a convertible note from its two institutional investors.

Target Market:

The product is applicable to any “generalist marketer” who works across channels each week (blog posts optimized for search, customer emails, social, reporting, etc.  This marketer is typically found in a 1-5 person marketing department of a small to mid-size business.

Given limited marketing resources and an ability to differentiate the brand in a tighter and higher leverage segment, Optify further narrowed it’s primary segment of focus to digital marketing agencies.  Every employee in a digital agency besides the controller fits the “generalist marketer” target user description.  According to Adobe publically available information, there are roughly 120,000 smaller digital marketing agencies in North America with that many again in Europe.

Optify’s product continues to be well suited to small to mid-size marketing departments of operating companies.  According to a 2012 Infotrends study, marketing automation for sub-500 person companies represents a $21 billion market opportunity.

Customers:

Optify has over 350 customers.  The customer base breaks down into two categories:
1.  Roughly 190 are digital marketing agencies utilizing the Optify suite to provide retainer-based services for its clients.
2.  The rest are small to mid-sized marketing departments of companies.

Optify’s customer base beyond digital marketing agencies represents a broad set of industries. The monthly MRR billing base of Optify is diverse, as no client represents over 10% of its accounts receivable balance.

Proprietary Digital Marketing Suite and Website Tracking – Intellectual Property:

Optify’s internally developed technology platform currently monitors traffic across more than 1750 websites.  Each visitor, either known or anonymous, is being persisted in a database with their respective visit histories.  The system is architected in a horizontally scalable manner so that additional virtual servers can be added as needed to support additional customers.

Optify vs. Google Analytics: Optify’s site tracking and analytics is well differentiated from industry standard Google Analytics (GA) due to the ability to track and record behavior of discrete visitors, where as GA only provides data in aggregate (how many visits to a page, total visitors, average time on site, etc).

Importantly, Optify’s site tracking is as easy to deploy GA, and therefore much simpler than other website monitoring/analytics solutions like Webtrends or Omniture.  Just like GA, a single java script snippet is required on each web page.  Most Optify customers have both Optify and GA java script snippets on their site.  Optify has also made it increasingly simple to deploy by creating single click installers of the java script for the most common industry content management systems – WordPress and Drupal.

SEO tools and backend: Optify’s backend systems are also running 150,000 – 200,000 keyword analyses per week, effectively imitating searches and scraping resulting search ranks. This large scale search imitation is accomplished via a 3rd party system called Anonymizer to spread the searches across thousands of IP addresses.  The results provide search ranks that are directionally accurate for businesses needing SEO trends and competitor information. Google is making a specific rank nearly impossible to nail down due to local search preferences, search history biasing, etc.

Optify’s email marketing is built on top of Exact Target (now Salesforce.com) plumbing for actually sending the emails.  The entire email marketing interface and user experience is within Optify, however, and the user never knows what plumbing is being used to actually send the email. Since Exact Target is the global standard for high delivery rates, having Exact Target as the Optify OEM email infrastructure provider has proven to be a positive differentiator in the market.

Cross channel data: Optify provides a suite to minimize the number of point solutions, multiple logins, and multiple data sources required to be used today by a generalist marketer.  Because the different feature groups are simple and integrated, the user can seamlessly filter, create lists, execute email campaigns, and run reports with cross-channel data.

An example of utilizing cross-channel data for a segmented list would be a saved list of all known visitors who filled out a certain website form, have opened a certain email, and whose company is in a given state.  This simple filtering would normally require data from 3 different systems (form tracking system, email system, contact management or D&B lookup) and would be far beyond the ability for a typical marketer to merge and execute on any routine basis.

Optify’s product suite contains the following feature groups segmented as either “top-of-the-funnel”  (inbound marketing) and “mid-funnel” (marketing automation) areas of the suite.

Top-of-the-funnel Inbound Marketing feature groups:

1.  Keywords: A tool for analyzing search keywords, checking existing ranks and rank trends over time, selecting competitor websites to compare ranks vs. competitors.
2.  Pages: A tool that can be pointed at any particular page, or many pages, on a site and check SEO rules for a specific keyword(s), what search engine optimization (SEO) opportunities exist for a given page, and an associated task list (H1 tag does not contain keyword, etc) to better optimize the page for SEO characteristics.  Pages uses an Optify-built site crawler which can crawl very complex or simple sites.
3.  Links: A listing of backlinks to a given website.
4.  Twitter for Business: A Twitter interface for sending out tweets and tracking them consistently for reporting purposes and comparison with other cross-channel data inside Optify.
5.  Reporting: A reporting tool with the ability to customize and save reports integrating cross-channel marketing data.
 
Mid-funnel Marketing Automation feature groups:

1.  Lead Intelligence: A summary of all website activity, including both known and anonymous visitors.
2.  Lead Scoring: A user-created score for leads in order to prioritize website traffic. Lead Scoring also sends a daily email of website visitor traffic prioritized or filtered by lead score. The “Daily Lead Mail” is opened by more than 25,000 unique users, many of them sales people, each month.
3.  Landing Pages: A landing page creation and deployment application containing 5 preset landing page templates with many configuration options as well as an iFrame form choice to embed in an existing landing page.
4.  Email: An email marketing section of the app to create emails from existing templates or by pasting in HTML directly.  All key email statistics are provided including opens, click-thrus, hard and soft bounces, etc.  Email can be sent to filtered lists using the same cross-channel filter data available in Contact Manager (see below).
5.  Marketing Automation: Automated response functionality is integrated directly into the “Email” module above. Dynamic, or automated, lists for immediate email responses are integrated into the Contact Manager’s filtering and segmentation tools (see below).
6.  Contact Manager: A best-in-class contact database with automated lookups to D&B and LinkedIn for additional information on each contact along with all historical cross-channel interactions with a contact across website visit history, email history, and previous form fills.
7.  Alerts: The ability to set alerts to individual users (often sales people) based on certain criteria such as company name, specific form completed, etc.

Admin tools: Optify’s administrative tools allow a system admin to move seamlessly between multiple sites with a single login.  This functionality is especially important for digital marketing agencies which manage many clients. These admin tools are highly differentiated against Hubspot and Infusionsoft, both of which were architected from the start to run in single instances against single sites.

FINANCIAL DATA IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY.  PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS.  THIS INFORMATION SHOULD NOT BE RELIED UPON TO MAKE FUTURE PERFORMANCE PROJECTIONS OF ANY KIND.  THE COMPANY DOES HAVE AUDITED FINANCIAL STATEMENTS THROUGH CALENDAR YEAR 2012 BASED ON AN AUDIT COMPLETED APRIL 2013. THESE FINANCIAL STATEMENTS ARE AVAILABLE DURING DUE DILIGENCE AND SUBJECT TO AN NDA. (1)

Summary

1.  Strong SaaS Subscription Growth, High Gross Margins

2.  High Growth Industry – Fast growing segment of digital marketing, well-positioned to capitalize on major shifts in marketing strategies and media budget

3.  Mature and Award-winning SaaS Product Suite – Optify’s SaaS digital marketing suite provides a turn key lead generation and cross channel marketing suite, which broadly fits the needs of agencies as well as small to mid-size companies.

4.  Digital Marketing Agency Channel – More than 50% of Optify’s customer base is digital marketing agencies. They are a natural channel into the SMB segment for additional products or services.

5.  Diversified Customer Base with Low Concentration – Optify’s 350 SaaS subscription customers average $450 MRR.

6.  High Traffic B2B Website in Marketing Automation & Digital Marketing: Optify’s website received more than 15,000 unique visitors in July 2013.  Traffic grew more than 10% monthly in the past 2 quarters.

7.  Excellent Brand and Marketing Content within the digital agency space especially.  More than 50 proprietary white papers and other marketing content for lead generation and brand awareness.  Optify’s opted-in house list contains over 40,000 unique email addresses.                  The company twitter handle @optify has over 60,000 followers.

8.  Opportunity for Future Growth and Margin Improvement – The product can be sold through an alternate channel or into an existing customer base at scale.

9.  High Margin SaaS: Optify has been operating with SaaS gross margins in the 80-83% range the past 2 quarters.

The reasons why Optify’s assets are attractive are:

Optify has experienced strong growth of 141% during the past 12 months in its transactional SaaS subscription business.  This growth has been masked on the topline revenue due to a concurrent reduction in SEO services revenue since 2011 as that business become secondary in priority and the key consultants supporting those clients left the business.

Despite large SaaS subscription growth, recent working capital constraints and an overly leveraged balance sheet have created the opportunity for all or a portion of Optify’s assets to be sold.  The acquisition of these assets can enable the purchaser to realize significant short and long term value from the Optify assets as Optify maintains the ability to quickly scale within the context of sufficient working capital and a stronger balance sheet.

Robust SaaS Subscription Growth: Optify’s SaaS subscription revenue has increased 141% in the past 12 months with only 5 sales reps and a tight 25-day transactional sales cycle.  This success is due primarily to having an integrated product strategy in fast growing marketing with far too many point software solutions.

Market Position: The Company has a known brand and competes well with market leader Hubspot in providing a cross channel digital marketing suite for small and mid-sized businesses.  Optify established this position despite a small marketing team and very light marketing budget.  Optify’s position could very quickly be exploited via an existing go-to-market channel or larger installed base and moderate attach rate.

Proprietary Technology Platform and Simple, Proven Suite: Optify’s digital marketing suite is proven, and easy to use.  SaaS adoption has grown rapidly, with unique users logging in per week more than doubling in the past year, and the number of websites being tracked by Optify’s platform growing 164% during that same period.

Known Brand and Website Assets: Optify is a recognized brand name in digital marketing software.  The http://www.optify.net website receives more than 15,000 unique visitors per month.  Optify is known for high quality digital marketing content and studies, all of which are assets of ongoing value in terms of downloads, lead generation, and brand awareness.  Optify’s house list of marketers contains more than 40,000 opt-in names which recognize the Optify brand, as well as a Twitter handle with 60,000 digital marketing followers.

Diversified Customer Base: The Company has over 350 SaaS customers. More than half of these are digital marketing agencies, which provide a high leverage channel into the SMB market.  Optify’s other customers are engaged in a wide variety of primarily B2B industries. By establishing a broad customer base, the Company’s SaaS revenue is broadly diversified and not subject to large fluctuations based on changes at a few customers.

Digital Marketing Agency Channel: Optify possesses a critical mass of more than 180 digital marketing agencies in its customer base.  These agencies are a natural channel and point of leverage into the broad small to mid-sized business segment.  Nearly all paid media companies (search, retargeting, image advertising) are desiring access to this segment as either or both of an influencer channel or reseller.  Other software vendors also want access to this segment or an established brand like Optify in this channel.
 
Management Team at Optify (for information purposes only)[2]:

Rob Eleveld, CEO: Over 23 years of software sales, go-to-market, and management experience with proven success.  Previously, CEO of Shiftboard, a SaaS online scheduling business, and founder/CEO of Vykor, Inc, a provider of supply chain analytics and design-for-cost SaaS plus services solutions for heavy manufacturing.  Enterprise sales at Onyx Software (client-server CRM) and former submarine officer in the US Navy. MBA/MSE from Stanford and BA Engineering Sciences from Dartmouth.

Doug Wheeler, Chief Marketing Officer:  Over 25 years of experience in marketing from large public companies to startups. Previously CMO at Tappin (acquired by Globalscape), EVP Global Marketing for 3 years at DocuSign, EVP Marketing at Biopassword and Lockdown Networks.  Doug was the co-founder and CEO at ScriptRx.  He also held EVP of Corporate Marketing positions at both Citrix and Compaq. BS Computer Information Services from Purdue University and Executive Leadership program at Harvard Business School.

Chris Hundley, CTO: Started as VP Engineering in 2010, promoted to CTO overseeing engineering, product management, and customer support in 2012. Mr. Hundley was previously in Director of Engineering at Visible Technologies, also in the digital marketing space. He was a managing consultant at K2 Information Services and founder/president of Premiere, a development and system integration firm.  BS Computer Science from Minot State University.

Seeking a buyer of Optify’s assets
Optify’s Board of Directors is seeking a buyer of the Optify’s assets, in whole or in part.  Interested parties may bid on all or any part of Optify’s core technology, digital marketing content, pending patents, and customer contracts, enabling the purchaser to leverage Optify’s core technology, content, and customers and to obtain new sales, enhance revenue streams or accentuate or augment other software products.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Optify, Inc. 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 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 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 Optify, Inc. assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Friday, October 4, 2013 at 3:00pm Pacific Time (the “Bid Deadline”) at Opitfy, Inc.’s office, located at 712 2nd Avenue, Seattle, Washington 98104.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. In particular, please identify separately certain equipment or other fixed assets.

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 in the amount of $200,000 (payable to Optify, Inc.).  The deposit should be wired to Optify, Inc.’s attorneys Murray & Murray, A Professional Corporation.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Optify’s counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Optify, Inc. 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Optify Inc. will require the successful bidder to close within a 7 day period. Any or all of the assets of Optify, Inc. 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 Optify, Inc. assets shall be the sole responsibility of the successful bidder and shall be paid to Optify, Inc. at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com 

James Skelton
jim@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

[2] THE BIOGRAPHICAL INFORMATION CONCERNING THE CURRENT MANAGEMENT OF OPTIFY IS INCLUDED FOR INFORMATION PURPOSES ONLY.  ALTHOUGH THIS SALE IS BEING CONDUCTED WITH OPTIFY’S COOPERATION, THIS SALE IS STRICTLY AN ASSET SALE OFFERED BY OPTIFY’S BOARD OF DIRECTORS.  OPTIFY INC. HAS NO ARRANGEMENT PURSUANT TO WHICH BUYER OF THE OPTIFY ASSETS COULD BE ASSURED OF THE FUTURE SERVICES OF ANY OPTIFY OFFICERS OR EMPLOYEES.

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Update to the Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

Further to Gerbsman Partners e-mail of August 5, 2013 and July, 25, 2013 regarding the sale of Syncapse Corp.’s assets and intellectual property (the “Syncapse Assets”), I attach the draft legal documents, draft fixed asset list and the Receiver’s (defined below) wire transfer information in order to send in your refundable deposit for the Receiver to consider your bid.  Gerbsman Partners – http://gerbsmanpartners.com/ has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com/), to solicit interest for the acquisition of the Syncapse Assets.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreements.  I would also encourage all interested parties to have their counsel speak with Harvey Chaiton, of Chaitons LLP, counsel to the Receiver, who can be reached at 416 218 1129 or at harvey@chaitons.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Syncapse Assets. Sealed bids must be submitted so that the bid is actually received by the Receiver no later than August 16, 2013 by 12:00 p.m.Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

1.  All bids must be accompanies by a deposit of 15%, payable to MNP, Ltd, in trust, which is refundable if a potential purchaser is unsuccessful.  The deposit must be in US dollars and wired to the Receiver’s account in advance or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Bank Name:  TD Canada Trust

SWIFT address for TD: TDOMCATTTOR
Correspondent bank is Bank of America, NY, NY
SWIFT address for Bank of America: BOFAUS3NXXX
Fedwire ABA # 026009593
Address: 100 33rd Street West, New York, NY  10001

US dollar account:

Account name: MNP Ltd.
IBAN (institution #) 004, transit #10852, account # 7328451
Branch address: 100 – 220 Commerce Valley Dr. West, Markham ON  L3T 0A8

2.  The winning bidder’s offer with be for “Cash”, payable in US dollars either by wire transfer or certified cheque, money order or bank draft drawn on a Canadian bank.

3.  If any potential interested party is interested in the Toronto Syncapse office space, please let me know as soon as possible.

4.  After a successful bidder is identified for the sale of the intellectual property, the Receiver may consider selling the balance of the uncollected accounts receivable at that time.  Please do not include amounts for the purchase of accounts receivable in your bid.

 5.  Please specify all assets and intellectual property that you will be bidding on.  Assets and intellectual property may include the Syncapse platform, source code, historical financial information, customer agreements (may or may not be assignable), trademarks, brand, patent, marketing and strategy information, India operation and/or other designated assets.

For your convenience, I have restated the description of the Updated Bidding Process.

The key dates and terms include:

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain members of management and intellectual capital teams and the due diligence “war room” documentation (“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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse or 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

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 in the amount of 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 and best bid submitted will likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse Assets 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

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Four of Cupcake Digital’s children’s apps were recently named Parent’s Choice Award winners.

The Parents’ Choice Foundation is the nation’s oldest nonprofit guide to quality children’s media and toys. Parents’ Choice Award Seals are  internationally recognized and respected icons of quality. The Foundation’s product evaluation process addresses: developmentally appropriate content and challenges; design and function; educational value; long-term play value; and benefits to a child’s social and emotional growth and well being.

The four apps that received the Parent’s Choice Classic, Fun Stuff Award are “Wubbzy’s Pirate Treasure,” “Wubbzy’s Space Adventure,” “Wubbzy’s The Night Before Christmas” and “Wubbzy’s Train Adventure”. Each of these apps was produced in 2012 for children around the world to interact with one of children’s favorite television characters, Wubbzy.

Cupcake Digital has been lauded as one of the top app companies, winning awards like the AppySmart’s Editor’s Favorite for Wubbzy’s Fire Engine and Wubbzy’s Night Before Christmas, and garnering dozens of favorable reviews around the Internet, including iPad Kids, Jellybeans Tunes, Appolicious, Rock-A-Bye Parents, AOL Tech, Wired and many more.

Cupcake Digital’s apps blend entertainment with learning moments in fun stories about Wubbzy and his friends. Recent Wubbzy apps include games and activities designed help prepare preschoolers to meet the Common Core State Standards required for kindergarten and first grade. Each Wubbzy app comes packed with extras, from the much-lauded “Grown-Up’s Corner” that encourages discussion about the story between an adult and child to bonus music videos and coloring pages.

We take great pride in being awarded the 2013 Parent’s Choice Class, Fun Stuff Award!

Read more about the award here. 

You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.

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THE JIM HENSON COMPANY LICENSES CUPCAKE DIGITAL TO CAPTURE THE MAGIC OF CLASSIC FRAGGLE ROCK ANIMATED EPISODES REIMAGINED AS ENHANCED STORY APPS

 

Cupcake Digital Joins the 30th Anniversary Celebration of The Jim Henson Company’s Fan Favorite Children’s Television Series Fraggle Rock

NEW YORK, NY/Hollywood, ca (March 6, 2013) This spring, Cupcake Digital celebrates the 30th anniversary of Fraggle Rock, the classic series created by Jim Henson, by bringing interactive mobile appisodes based on the animated series to new and existing fans everywhere.  Beloved episodes, including “No Fraggle is an Island,” “Mokey’s Flood of Creativity,” “The Best of the Best,” and “The Great Radish Roundup,” will be developed into enhanced story experiences featuring the wonderful adventures of the Fraggles, Doozers and Gorgs. The series of apps is slated for development and release in 2013 and will be available on iTunes, Amazon, Google Play and Barnes & Noble for the iOS, Android, NOOK and Kindle Fire platforms.

“Fraggle Rock has an enduring quality that has stood the test of time among parents who are eager to share the stories with their young children.  We are excited to be able to introduce the characters, their complex ecosystem and, most of all, the great music, in this new medium,” said Susan Miller, President of Cupcake Digital. “The stories of Fraggle Rock, the animated series, have a contemporary relevance that is perfect for engaging today’s kids in an interactive story experience infused with learning moments.”

Cupcake Digital’s mission is to deliver enhanced story app experiences that surprise and delight. Each app includes features such as three modes of reading, professional narration designed to help kids recognize words and sounds, opportunities for shared screen time for parents and kids, and educator-vetted learning elements within the apps and online that follow Common Core State Standards. Every Fraggle Rock app will be designed to take full advantage of the nostalgic graphics, timeless stories and fun interactions that are inherent to the original episodes of the television series.

“The team at Cupcake Digital has demonstrated a great affinity for Fraggle Rock and its original vision. It seems fitting that, as we celebrate 30 years of this great property, we have the opportunity to give it new life in a relevant and engaging way via these enhanced story app experiences,” said Melissa Segal, Executive Vice President, Global Consumer Products for The Jim Henson Company. “Loyal fans around the world have never stopped rocking along with Fraggle, and they will love that the spirit of the show and the music that is so much a part of the experience are fully captured within these apps.”

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FRAGGLE ROCK Synopsis

Created by Jim Henson, the series features a quirky and fun-loving group of cave-dwelling creatures in a world where three diverse, yet surprisingly similar, communities learn to live and work in harmony. The Fraggles love to sing and dance, work just thirty minutes a week and spend most of their days dancing their cares away. They are joined by their industrious neighbors, the Doozers, tiny green workers that build elaborate structures the Fraggles find irresistibly tasty; and the Gorgs, giant creatures who live in the garden above Fraggle Rock guarding their cherished radish patch. Through the fun of the Fraggle five: the level-headed, practical Gobo; spiritual, artistic Mokey; exuberant, athletic Red; nervous, indecisive Wembley; and worrisome Boober and the unique mix of music, from folk, blues and gospel to country and rock, the series entertains and encourages an understanding and embracing of diversity.

Premiering in 1983, Fraggle Rock was seen in 80 countries in over ten different languages. Fraggle Rock continues to enjoy a loyal international fan following.  In its 96 episodes, the show encouraged an understanding and embracing of friendship and diversity and featured a unique mix of music from all genres from folk, blues, gospel, country and rock.

About Cupcake Digital

Cupcake Digital, Inc. was established in June 2012 with the intent of transforming children’s entertainment properties into deluxe story experiences infused with educational elements. Its first venture into digital applications was based on the Emmy Award-winning television series “Wow! Wow! Wubbzy!” These apps immediately rose to #1 and #3 among children’s book apps on Amazon and iTunes respectively. Since then, every subsequent children’s app created by Cupcake Digital has achieved a top 10 rating on Amazon. Headquartered in NYC, Cupcake Digital was founded by proven professionals in the fields of technology, family entertainment, publishing and brand marketing. In October of 2012, Cupcake Digital received its first round of private funding and has since gone on to partner with additional major children’s entertainment properties. For more information about Cupcake Digital Inc., please visit www.cupcakedigital.com.

About the Jim Henson Company

The Jim Henson Company has remained an established leader in family entertainment for over 50 years and is recognized worldwide as an innovator in puppetry, animatronics and digital animation. Best known as creators of the world famous Muppets, Henson has received over 50 Emmy Awards and nine Grammy Awards. Recent credits include the Emmy®-nominated “Sid the Science Kid,” “Dinosaur Train,” “Wilson & Ditch: Digging America” and “Pajanimals.” Features include “The Dark Crystal,” “Labyrinth,” “MirrorMask,” and “Unstable Fables” and television productions include “Fraggle Rock” and the sci-fi cult series “Farscape.”


With additional locations in New York and London, The Jim Henson Company is headquartered in Los Angeles on the historic Charlie Chaplin lot, complete with soundstage and postproduction facilities. Independently owned and operated by the five adult children of founder Jim Henson, the Company is also home to Jim Henson’s Creature Shop™, a pre-eminent character-building and visual effects group with international film, television and advertising clients, as well as Henson Recording Studios, one of the music industry’s top recording facilities known for its world-class blend of state-of-the-art and vintage equipment. The Company’s Henson Alternative brand has recently launched the national tour of “Stuffed and Unstrung,” a live puppet improvisational show named one of the top 10 “Best Stage Shows of 2010” by Entertainment Weekly. Visit henson.com, join us on facebook.com/hensoncompany, and follow us at twitter.com/hensonparents.

 

Media Contacts:

Carmen Hernandez/Cupcake Digital/ 310-383-4875/ carmen.hernandez@cupcakedigital.com

Ann Schwarz/The Jim Henson Company/323-802-1667/aschwarz@henson.com

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Article from TechCrunch.

No one got just how powerful it was that Facebook recently said it would allow ad targeting to lists of email addresses. Today at the Dreamforce conference it became clear, as Facebook ad chief David Fischer formally launched “Custom Audience” ads and how they tie into CRM. I’m convinced they’re going to be hugely profitable for advertisers and Facebook.

Why? A hotel company like Starwood has email addresses of its customers and could target “Come stay at the luxurious St. Regis” to high-end customers who’ve stayed there before, while targeting “Find cheap hotels nearby” to those who’ve stayed at its low-budget brands. That means more sales and more loyalty for advertisers, and more revenue for Facebook.

On August 30, Facebook told press that Custom Audiences was coming, but now it’s live with eight ads providers. Custom Audience ads let businesses submit a text or CSV file of privacy-protected hashed email addresses, phone numbers, or Facebook User IDs and have Facebook target those people with a specific ad. Businesses can also layer on additional ad targeting parameters, such as age or interests to reach a specific demographic within a customer segment.

Salesforce who brought in Fischer for its Dreamforce conference is uniquely suited to take advantage of custom audience ads because it owns both its massively popular eponymous customer relationship management system, but also a Facebook ads buying system Brighter Option that it got with its acquisition of Buddy Media this summer.

I’ve attained from Facebook a list of the seven other vendors working with custom audience ads, but none have their own CRM. They are AdParlor, Alchemy Social, GraphEffect, Kenshoo, Nanigans, Social Moov, and Optimal.

Custom audience targeted ads will be much more relevant than ads just targeted to a business fan’s or some biographical demographic. They can reach people who a business is sure purchased its products before, or that haven’t thanks to exclusionary targeting. Yes, businesses could just email these existing customers for free. However,  Facebook can help them hone in on certain demographic segments of their customers by overlaying additional targeting parameters, and reach them vividly through the news feed instead of their dry inbox.

Here are a few more examples of industries that could use custom audience ads:

  • A car company with email addresses of its customers could target “buy a new SUV” ads to people who bought an SUV 5+ years ago, while targeting “Find nearby charging stations” to those who recently bought an electric vehicle.
  • A bank company could target different ads to customers with savings of $5,000 versus customers with $5 million.
  • A Facebook game developer could plug in the user IDs of its gamers, targeting ads for its newest war-strategy games to those who played its old strategy game, while targeting ads for its latest shopping game to users who played its fashion game.
  • A B2B vendor could submit a file of the phone numbers of its biggest clients and target ads for a premium service to them to increase revenue, while targeting its newest clients with ads for discounts to increase loyalty.
  • Instead of targeting general ads to all its Facebook fans encouraging return visits, Amazon could advertise specific products to segments of its customers who’ve bought similar things.

Precise targeting of segments of existing customers like this could produce huge return on investment for advertisers and command high ad rates for Facebook. CRM-equipped companies might spend more when they know who they’re reaching, and that could help Facebook please Wall Street with higher revenues. In fact, it’s such a smart idea to plug CRM into ads that I bet we’ll see more advertising platforms integrate like this soon.

Read more here.

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Bunchball, gamificationArticle from GigaOm.

Gamification is thought of as a hyped buzzword by skeptics, but it’s increasingly being used by corporations to incentivize consumers and motivate employees. As enterprise adoption of gamification grows, that could make gamification startups the next hot acquisition target in the coming years.

Social enterprise acquisitions have been the all the rage in the last year. But if you want to find the next big acquisition target, consider gamification startups.

Bunchball founder and Chief Product Officer Rajat Paharia told me he expects it won’t be long before gamification companies will be buyout targets soon by the SAPs, Oracles, Microsofts and Salesforces of the world. Obviously, he has a vested interest in this, but there are some compelling reasons for why this theory may come true in the near future.

Badgeville, gamificationGamification, with its reliance on points, badges, leaderboards and rewards, appeals to some basic human desires for fun, competition, interaction and achievement. The concept has been around for year and has been traditionally used to incentivize consumer behavior; think of frequent flyer programs and other loyalty systems. But corporations are increasingly seeing this as an effective way to get more productivity out of workers. As more work moves online and goes virtual, firms are looking for new tools to encourage their employees and push them toward their goals.

“Gamification is a core offering for the enterprise,” said Gabe Zichermann, the chairman of the Gamification Summit. “Today it’s a tactic but over the the next couple of years it’s going to be a core feature set for enterprises driven by the consumerization of IT.”

Zichermann doesn’t think there will be a lot of immediate acquisitions of gamification startups this year. But in the next 12-24 months, he believes big enterprise companies will start to make moves in this space as their top executives realize the strategic benefits of gamification.

Bunchball, gamificationFor many big software companies, adding gamification can complement social collaboration tools such as Yammer and Chatter and can work alongside existing HR performance software and customer relationship management programs. It can become part of a complete suite of services that software companies offer their clients, who want to engage both consumers and their own workers. Many of the big players are already making investments in this area.  Salesforce last year bought Rypple, a social performance management platform that employs game mechanics. IBM has been working on its own product called Innov8, which has been effective in generating leads and traffic to its website.

Gartner has predicted that by 2014, more than 70 percent of Global 2000 organizations will have at least one “gamified” application and half of organizations that manage innovation processes will gamify those processes by 2015. While some companies are already dabbling with their own in-house gamification efforts, many other enterprise companies are turning to startups like Bunchball, Badgeville, BigDoor, Gigya and others to implement game mechanics into their processes.

Paharia, who founded Bunchball in 2007 before the term “gamification” took hold, said his company now has more than 200 customers including names such as Warner Brothers, Comcast, Hasbro, Mattel and others. About 90 percent of the business through the end of last year was selling to corporate customers, who used gamification to engage consumers. But now, about 35 percent of Bunchball’s deployments are for companies using game mechanics to motivate enterprise workers.

badgevilleHe said enterprise software companies and their customers are realizing that gamification can be an effective tool in addressing the constant struggle over getting workers to use software.

“They’re all making software but whoever figures out how to get their software used regularly will win. It’s a problem of motivation,” he said.

A year ago, Bunchball introduced a product called Nitro for Salesforce’s AppExchange, giving Salesforce customers an easy way to add on gamification tools. Bunchball has also teamed with Jive to integrate its game mechanics into Jive’s social business platform. Rival Badgeville has partnered with Yammer to improve employee performance and launched its own program to integrate with enterprise software applications from Jive, Omniture and Salesforce.com.

The big question is will the big enterprise software players be content to partner with gamification startups or will they seek to buy the technology or try to build it themselves. If these companies can develop the gamification knowhow in-house, that could keep them from looking to acquire any of the dedicated gamification startups.

Gamification still faces plenty of hurdles. It will need to prove it can produce consistent, tangible results. And it will also need to overcome the skepticism of critics, who see a lot of hype and buzz in the concept. Many still see gamification as a passing fad or old methods dressed up in new terminology.

But if this crop of gamification startups continue to win over corporate customers and prove their worth in the enterprise, don’t be surprised if we see them get snatched up in the next couple years.

Read more here.

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25 People Every New Founder Should Meet In New York Tech

Alyson Shontell     | Jun. 7, 2012, 3:41 PM

Don’t be fooled by his party pictures. Ben Lerer is one of the smartest businessmen in New York tech.

New to the New York startup scene?
Don’t know a soul but in search of funding, press and good people?

Make your first 25 meetings with these well-connected people in New York.

They’re the gatekeepers to everything a founder could need.

Check out the 25 people you need to meet in New York tech.
Read more: http://www.businessinsider.com/25-people-to-meet-in-new-york-tech-2012-6#ixzz1xEt2cCru

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