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Archive for the ‘Gerbsman Partners’ Category

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and James Skelton, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed, medical device company. The company was in the cardiac rhythm management (CRM) space.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:
Crisis Management and medical device domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;

  • Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
  • The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
  • The proven ability to “Drive” toward successful closure for all parties at interest.

About Gerbsman Partners
Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 68 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $795 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.
Gerbsman Partners has offices and strategic alliances in San Francisco, Boston, New York, Washington, DC, Alexandria, VA, Europe and Israel.

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As a technology scout, I often look for new behaviors of consumers in order to predict technology evolutions. After some time looking into the GroupOn trend, I have started to form a mental understanding of sorts. The stakes are high and the social shopping trend presents a new prosperous businessmodel and most large online companies are making the move to harness the trend. Let me explain the separate parts that forms my picture and what it all means.

1. eBay – the online fleamarket.

Looking at what today is widely accepted as a stunning success and moneymachine – eBay took the private entrepreneur online. Craigslist and similar services continue to provide broad audiences for the private seller. The shift from paper to online generated a larger audience and more interest for the second-hand market.

2. Facebook – networking our life.

Through the introduction of online social networks like Friendster, MySpace, Bebo, Twitter and Facebook, personal networks got joined together online. The effects of “Faceboking” you social life is a transparency that newer been visible before. New “check in” services from GPS enabled mobile devices further expose our location and automatically connects us with unknown people on the same location.

3. iPhone – making applications smarter.

As mentioned above, “check in” services like “Places” on Facebook, Loopt, Gowalla and Brightkite brought the social context to the mobile device though their “check in” features. Together with Twitter and Facebook mobile, the social and contextual dialogue is more and more becoming a way of using the technology.

The New, New Market!

So, based on these three separate innovations,a new market is emerging – Social Shopping. Sure, not all new in its core – Amazon have for long had recommendation and 3:rd party providers of used products. But, if I look closer on the trend, and take into consideration the companies that have announced that they are testing similar products – it will be a fierce battle ahead.

GroupOn is the one stealing all the headlines right now, IPO rumors are spreading and the race is on for becoming the leader of the pack. Nr. 2 on the market – Living Social are playing catch up. Recently I was invited to sign-up for Facebook Deals, a service originally launched last year and currently going through updates similar to GroupOn and Living Social. Goggle is testing its Google Offers. Microsoft is using it´s Bing to for similar services.

What does it mean?

What does all this mean you might think. I fell it’s a contextual shopping trend that moves the web 2.0 into a truly social value experience. If you are shopping for something and have the mobile device, you will be able to utilize your location and seek out good deals close to where you are, when you want it. The technology evolution exemplified by iPhone and Android phones with location awareness embedded is the technology enabler. Facebook networks are the social context and audience for spreading the word and eBay entrepreneurs can chase deals and post them on the social shopping sites to generate a self-serving ecosystem that becomes a machine in it self.

One might think that this technology trend, contrary to social networks of relationships (which are personal and limited) like Facebook, have enough room for more than one or two major services. As the trend relies on action rather than relation, its a active usage and active user who drives the equation – on Facebook, it’s all a matter of who you know.

Implications

The biggest question for me is if Facebook will succeed in incorporating their Facebook Deals service into the private social networks as a natural extension of smaller, often local groups of a few hundred people, as seem to be the norm of the personal networks on Facebook. If they succeed, they will steal the market from the pioneers like GroupOn and Social Living and further solidify their position as the premier social destination on the net, if not Facebooks value will decline as a result and focus might shift. Google, Amazon and Microsoft will steal their fair share of the market place, as they own large audiences and often “host” a mature audience searching for little less cool and less hip offerings – with high trust and reliability.

The race is on!

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Update to the Bidding Process – Procedures for the sale of certain assets of InnerPulse, Inc.

Further to Gerbsman Partners e-mail of February 23, 2011 and February 14, 2011 regarding the sale of certain assets of InnerPulse, Inc., I attach the legal documents and wire transfer information that we will be requesting of bidders for certain assets of InnerPulse, Inc.  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.  Any and all of the assets of InnerPulse, Inc. will be sold on an “as is, where is” basis.  I would also encourage all interested parties to have their counsel speak with Fred D. Hutchison, Esq., counsel to InnerPulse, Inc.

The refundable deposit/wire transfer, will be held in the trust account at Hutchison Law Group and will be refunded back to interested parties that are not chosen as the winning bidder.

For additional information please contact Fred D. Hutchison Esq., of Hutchison Law Group, counsel to InnerPulse, Inc.  He can be reached at 919 829 4300  and/or   fhutchison@hutchlaw.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the InnerPulse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 18, 2011 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at InnerPulse’s office, located at 4025 Stirrup Creek Drive, #200, Research Triangle Park, NC 27703.  Please also email steve@gerbsmanpartners.com with any bid.

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 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 InnerPulse 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 InnerPulse, 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 InnerPulse 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 InnerPulse Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 18, 2011 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at InnerPulse’s office, located at 4025 Stirrup Creek Drive, #200, Research Triangle Park, NC 27703.  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 InnerPulse fixed asset list may not be complete and Bidders interested in the InnerPulse 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 (payable to InnerPulse, 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.

InnerPulse 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.

InnerPulse will require the successful bidder to close within 7 business days.  Any or all of the assets of InnerPulse 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 InnerPulse Assets shall be the sole responsibility of the successful bidder and shall be paid to InnerPulse at the closing of each transaction.

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

Fred D. Hutchison, Esq.
(919) 829-4300
fhutchison@hutchlaw.com

Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com

Jim Skelton
(949) 466-7303
jim@gerbsmanpartners.com

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Secrets of Success – an excerpt from “ Good Guys Wear BLACK” – the Life and Times of a Crisis Manager “

Over the past 40 years, I have learned and hopefully executed the characteristics for success, outlined below, in good and turbulent times. They are tried and true.

1.  Have Ethics and Integrity – Be Dependable and Responsible

2.  Attitude – Always, Always be Positive

3.  Desire – Have the desire to do the Best You Can

4.  Consistency – Be consistent in good times and challenging times

5.  Ability – Keep on learning- develop new skills – continue your education – listen and most important, it is OK to say “I don’t know” and “I need help”.

6. Take Action and Risks – Don’t be afraid to make mistakes- that is how you learn, that is how you grow

7. Communicate – Communicate – Communicate – People will tell you when to stop communicating and more important, keep interested parties in the loop and you will be respected by all.

8. Listen – one of the hardest things to do, however we all learn something and grow when we listen

9. Always focus on #1 above, nothing else matters.  Have ETHICS and INTEGRITY. Be DEPENDABLE and take RESPONSIBILITY for your actions.

Interestingly, when I lecture at various MBA programs this topic is well received by students.  Comments range from “I am glad this is being discussed” to “Its good to know these values are still important to success”.

In today’s Turbulent Times, hopefully the guidance above will provide a road to success, performance and happiness.

Best

Steve Gerbsman

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San Francisco, February, 2011

Successful “Date Certain M&A” of Medical Device companies, its Assets and Intellectual Property

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, James Skelton, James McHugh and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for two venture capital backed, medical device companies. These companies were in the obesity and cardiac mitral regurgitation spaces.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1,  Crisis Management and medical device domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
4.  The proven ability to “Drive” toward successful closure for all parties at interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 67 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $795 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, Boston, New York, Washington, DC, Alexandria, VA, Europe and Israel.

Read Full Post »

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