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Successful “Date Certain M&A” of Materials Science company, its Assets and Intellectual Property

Posted in "Date Certain M&A Process", Atomic Layer Deposition, Cambridge NanoTech, Date Certain M&A, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Inetellectual Property, James McHugh- McHugh & Co., Technology, Venture Capital on January 2, 2013| Leave a Comment »

San Francisco, January, 2013
Successful “Date Certain M&A” of Materials Science company, its Assets and Intellectual Property
Steven R. Gerbsman, Principal of Gerbsman Partners (http://gerbsmanpartners.com)and James McHugh, a member of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a materials science company. The company designed, developed and manufactured high performance turnkey equipment for Atomic Layer Deposition (“ALD”).

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, Board of Directors and the Senior Lender 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 technology 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 75 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $810 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 Boston, New York, Washington, DC, San Francisco, Orange County, Europe and Israel. For additional information please visit http://www.gerbsmanpartners.com or Gerbsman Partners blog.

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Gerbsman Partners wishes you and your family a Happy, Healthy and Safe Holiday Season & New Year

Posted in Gerbsman Partners on December 27, 2012| Leave a Comment »

San Francisco, December, 2012
Gerbsman Partners wishes you and your family a Happy, Healthy and Safe Holiday Season & New Year
We also say “thank you” to our clients, advisors, business partners and all the people the team has been involved with. Gerbsman Partners’ goals have been and always will be, to “Earn the Trust and Confidence” of our clients, and to maintain the highest standards of “Ethics and Integrity”.

As we enter this New Year, we do so again with “Hope for the Future” and with the belief that the heritage of our nation will continue to demonstrate the values of life, liberty and the pursuit of goodness.

Please accept our appreciation for your past support, confidence and continued trust. May 2013 be a successful and profitable year for you and more importantly, provide a gateway to a bright and prosperouse future.

Please also remember that Leaders, Lead; Freedom is not Free and we also should take responsibility for our actions.

May you and your family be healthy, stay safe and enjoy.

Best Regards,

Steven R. Gerbsman

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Update to the Bidding Process – Procedures for the Sale of Coherex Medical FlatStent Assets & Intellectual Property

Posted in "Date Certain M&A Process", Coherex Medical, Gerbsman Partners, Inetellectual Property, Medical Device on December 26, 2012| Leave a Comment »

Update to the Bidding Process – Procedures for the Sale of Coherex Medical FlatStent Assets & Intellectual Property

Further to Gerbsman Partners e-mail of December 16, 2012 and November 28, 2012 regarding the sale of Coherex Medical FlatStent Assets and Intellectual Property, I attach the draft legal documents and refundable deposit wire transfer information that we will be requesting of bidders for certain assets of Coherex Medical, 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.  The FlatStent Assets and Intellectual Property of Coherex Medical, Inc.. will be sold on an “as is, where is” basis.  I would also encourage all interested parties to have their counsel speak with Christopher Schoff, Esq., counsel to Coherex Medical, Inc.

For additional information please contact Christopher Shoff, Esq., of Cooley Godward counsel to Coherex Medical, Inc.  He can be reached at 310 883 6415  and/or at  cshoff@cooley.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the FlatStent Assets and Intellectual Property. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than January 4, 2013 by 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at COHEREX MEDICAL’ office, located at 3598 West 1820 South, Salt Lake City, Utah. 84104.  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 COHEREX MEDICAL 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 COHEREX MEDICAL, 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 COHEREX MEDICAL 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 COHEREX MEDICAL Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than January 4, 2013 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at COHEREX MEDICAL’ office, located at 125 Constitution Drive, Menlo Park, CA 94025.  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 COHEREX MEDICAL fixed asset list may not be complete and Bidders interested in the COHEREX MEDICAL 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 COHEREX MEDICAL, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. COHEREX MEDICAL reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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

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

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

Philip Taub
(917) 650-5958
phil@gerbsmanpartners.com

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Ultratech buys Cambridge Nanotech assets, adds ALD tech – by James Montgomery

Posted in "Date Certain M&A Process", Atomic Layer Deposition, Cambridge NanoTech, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Inetellectual Property, Jill Becker, Technology, Ultratech, Uncategorized on December 24, 2012| Leave a Comment »

 

SOLID STATE TECHNOLOGY – Insights for Electronics Manufacturing

Ultratech buys Cambridge Nanotech assets, adds ALD tech

12/20/2012
By James Montgomery
News Editor

December 20, 2012 – Ultratech has acquired the assets of Cambridge Nanotech, a developer and supplier of atomic-layer deposition (ALD) technology with hundreds of installed systems in the field. Financial terms were not disclosed.

The company says adding the ALD technology will expand its nanotechnology and IP portfolio, enabling it to address new areas within the electronics industry and entry into new markets such as biomedical and energy. “By increasing our IP and expanding our nanotechnology portfolio to new levels, we expect to generate a new revenue stream in existing and new markets,” stated Ultratech chairman/CEO Art Zafiropoulo.

Cambridge Nanotech was founded in 2003 by Jill Becker based on her Ph.D work in ALD at Harvard University. Weeks ago Cambridge Nanotech was quietly put up on the auction block; an announcement by Gerbsman Partners, the firm retained by the firm’s main backer Silicon Valley Bank, noted that the company had ceased operations on November 9 and that an auction would take place on Dec. 14. The firm indicated Cambridge Nanotech’s sales from 2004-2011 increased at a 84% CAGR (to $18.7M in 2011, according to a local report), with initial profitability after the first year but “lumpy” since then. “Recent working capital constraints and an overly leveraged balance sheet” were cited as the reasons for the decision to sell the company’s assets.

The asset sale includes several ALD product and technology lines, in place at academic and manufacturing environments for a range of electronics, MEMS/MOEMS, display/lighting, and energy applications:

– “Savannah” — R&D lab equipment
– “Fiji” — R&D lab equipment with plasma and additional
– “Phoenix” and “Tahiti” — Production equipment for high-volume manufacturing
– “Preboost” — To proliferate the use of more precursors in any ALD system
– “Roll2Roll” — Fast ALD; high throughput; atmospheric ALD

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Venture capital for startups hard to get

Posted in Board Of Intellectual Capital, Business models, Economy, Entrepreneurship, Gerbsman Partners, International Finance, internet, Investments, IPO news, Market research, Social Networks, Startups, Strategy, Venture Capital, Venturebeat, tagged , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , on December 12, 2012| Leave a Comment »

Article from SFGate.

It’s suddenly a lot harder for venture capitalists and startups to raise funds, as investors fed up with low returns turn their backs on the sector.

Most industry observers agree that lots of young firms will simply not be able to raise their next round of funding, commencing a period of belt tightening, consolidation and closures. At a minimum, it seems to mark the beginning of a more level-headed investment climate in Silicon Valley, after years of insatiable lust for all things mobile and social.

But if the drop-off is too sudden and steep, this new austerity could spill over into an economy highly dependent on the tech sector. Indeed, as The Chronicle reported last week, the industry has an enormous impact, with each tech job creating 4.3 indirect jobs in the community, according to a Bay Area Council Economic Institute report.

The investors and venture capitalists I spoke to insisted that we’re not on the verge of anything like the dot-com meltdown, characterizing the shift as a minor and healthy correction, or a “rationalization.” One suggested it was little more than the usual process of separating good and bad ideas in the marketplace.

But the numbers suggest something new is afoot. In the third quarter, the amount that U.S. companies raised in venture capital dropped 32 percent from the prior year, according to Dow Jones VentureSource. Venture capital funds themselves raised 17 percent fewer dollars from the second to third quarter, even as the number of funds grew, according to a joint report from Thomson Reuters and the National Venture Capital Association.

Economic uncertainty

Some partially blame the economic uncertainty surrounding the outcome of the election and the “fiscal cliff.” But the main problem seems to be that many of the “limited partners” that fund venture capital are pulling back after years of frustration.

Ever since a brief period in the late 1990s when venture capital burned bright, the industry has been delivering consistently weak returns on the whole.

In fact, despite requiring greater risks and larger capital outlays, venture capital has been underperforming the stock market over the past decade, according to a report this year by the Ewing Marion Kauffman Foundation.

Joe Dear, chief investment officer for CalPERS, told Reuters this summer that venture capital “has been the most disappointing asset class over the past 10 years as far as returns.” The huge pension fund for California’s public employees didn’t return repeated calls from The Chronicle.

Investment horizons have steadily spread out, from five to 10 to sometimes 15 years, as exit opportunities like acquisitions and initial public offerings fail to materialize. This has sometimes forced investors to put in more money to protect their initial funds.

‘Pretty grumpy’

“The industry definitely, for the last decade, has been a tough place to be,” said Ray Rothrock of Palo Alto venture capital firm Venrock. “We’re all pretty grumpy right now.”

Some of this is due to macroeconomic conditions outside the control of venture capitalists, notably the housing and banking crises. But at least some of it has to do with poor picks and herd mentality, funding companies with few real prospects and driving up the entry price for legitimately promising companies beyond what they could pay off.

“The market overfunded the number of companies in the system,” said Hans Swildens, founder of Industry Ventures in San Francisco. “There’s a glut.”

Even the grand promise of Web 2.0 companies that lured so much recent money hasn’t generated the hoped-for returns. The ones that managed to go public were often disappointments, including Facebook, Zynga and Groupon, in some cases leaving late-stage investors underwater on their holdings.

That was a final straw for some.

Last week, Forbes dug up figures from CB Insights that highlighted a wide and growing gap between the number of companies that raised initial funding and companies securing the follow-on investments, known as a Series A, generally necessary to keep going. This year, there have been 1,747 seed or angel rounds but only 688 Series A deals, underscoring the coming crunch.

Bad businesses

Based on as scientific a survey as the PR pitches in my inbox, there’s a tremendous number of silly, redundant and poorly executed companies out there that don’t warrant additional funding. The real problem isn’t that many of these companies won’t raise more money; it’s that they raised money in the first place.

For the venture capital industry to get back on track, it needs to embrace a renewed sense of discipline – on company picks, deal terms and total spending.

But hope springs eternal in Silicon Valley.

Rothrock stresses that the industry’s trend-line averages mask very strong results and ongoing investment at top firms, as well as growing venture capital activity among corporations like Google. Companies are just being more selective and looking beyond consumer Internet opportunities.

“We’re steady as she goes in terms of funding enterprise,” he said.

Secondary opportunity

Swildens oversees a secondary fund that buys shares from limited partners and venture firms looking to liquidate part of their holdings. He sees this period as a ripe opportunity for bold investors to get into promising companies at suddenly reasonable rates.

“Ours is one of the few firms aggressively putting money into these funds,” he said.

Mark Heesen, president of National Venture Capital Association, is similarly optimistic. He says the industry could be primed for a strong comeback in 2013, as long as the broader economy strengthens.

Above all, what the industry needs are some wins – acquisitions or initial public offerings that put investors clearly in the black and start to restore some lost confidence.

“If we see these exit markets start to generate good returns, I think you’ll see limited partners look at this asset class again,” he said.

James Temple is a San Francisco Chronicle columnist. E-mail: jtemple@sfchronicle.com Twitter: @jtemple

Read more here.

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