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Archive for the ‘Inetellectual Property’ Category

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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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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Daily Report: Wallflowers of Silicon Valley Get Asked to Dance – New York Times

Posted in Inetellectual Property, New York Times, Silicon Valley, Technology, Venture Capital on December 20, 2012| Leave a Comment »

December 12, 2012, 9:03 am Comment

Daily Report: Wallflowers of Silicon Valley Get Asked to Dance

By THE NEW YORK TIMES

After years of being wallflowers at Silicon Valley’s hottest tech conferences and Sean Parker’s after-parties, enterprise technology firms are now part of the “in” crowd.

The flameouts of social media stocks over the last year have left venture capital firms searching for a more measured approach to investing, writes Nicole Perlroth of The New York Times.

That means technology sectors — including mobile security, data analytics and storage companies and mobile payment systems — which previously elicited a shrug or a snooze, are suddenly finding millions of dollars of investments coming at them.

Some of the hottest innovations are in large-scale data mining. With the right analytical tools, big data can be used to solve complex problems quickly.

New storage methods will be critical to harnessing the gigabytes of data now pouring in from those mobile devices, as well as the Web, social networks and video.

Increasingly, employees are taking sensitive corporate data home with them, frustrated with the limits of corporate technology and using their personal phones and tablets to work. That has created huge security and compliance headaches for chief information officers struggling to regain control over corporate data.

It may not be the end of paper money just yet, but more and more commercial products are making mobile payments a huge business.

Apps, with the proverbial “touch of a button,” have converted phones into urban remote controls, allowing customers to order meals, errands, car rides, concert tickets and even cocktails.

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Venture Financing Forecast for 2013: Partly Cloudy With Lower Chance of Success -Venture Capital Dispatch

Posted in Inetellectual Property, Investments, Technology, Venture Capital, Venture Capital Dispatch, Venture Wire on December 19, 2012| Leave a Comment »

Venture Financing Forecast for 2013: Partly Cloudy With Lower Chance of Success

By Russ Garland

Concerns that Series A rounds will be hard to come by in 2013 are widespread in the venture business, according to a survey being released today.

Forty-five percent of venture capitalists think this will be the most difficult financing to obtain, according to a survey of venture capitalists and startup chief executives by Dow Jones VentureSource and the National Venture Capital Association. That reflects an ongoing debate in the industry about whether seed-stage investors have financed too many consumer Internet startups that will now have trouble tapping the venture capital they need to grow.

Only 13% of the VC respondents said seed/angel financing would be the hardest to get in 2013 while 28% thought it would be Series B financing. The survey, conducted from Nov. 26 to Dec. 7, collected responses from more than 600 venture investors and CEOs of venture-backed startups. Responses were equally divided between the two groups.

A plurality of CEOs-42%–thought it would be more difficult to raise follow-on financing in 2013 versus this year; 36% said it would be the same difficulty and 22% said it would be less difficult.

Nonetheless, 67% of the CEOs said their company will raise additional capital in 2013. And 78% of them thought their company’s valuation would increase. But VCs were less sanguine–38% said valuations in their portfolio would decrease in 2013 compared with 2012.

VCs and CEOs were also of different minds when it came to forecasting the amount of U.S. venture investment next year. Venture capitalists were pessimistic, with 47% saying it would decrease, while 30% of CEOs said it would decrease.

VC attitudes are probably shaped by the frosty fundraising landscape. Of the respondents, 44% said venture capital fundraising would contract in 2013 with less money raised by fewer funds. Another 42% said it would concentrate with more money raised by fewer funds.

“Overall quality of companies is increasing; VC will continue to contract but overall achieve better quality,” said one of the respondents, Derek Small, CEO and president of drug developer Naurex, which this week announced it had raised $38 million in Series B financing.

VCs were upbeat about fund performance, with half of them expecting venture capital returns to improve in 2013. Most VCs predicted that the IPO market would be at least as good as this year, with 40% saying there would be more IPOs than in 2012 and 52% saying the quality would be higher.

Sandy Miller of Institutional Venture Partners said, “2013 should see a sustained good IPO environment rather than the starts and stops of recent years. All the ingredients are in place.”

Such optimism about the IPO market was another point of disagreement between VCs and CEOs, however, as just 29% of CEOs expect the number of IPOs to increase and 37% say the quality will be higher. The two groups agreed, however, that there would be more acquisitions next year of venture-backed companies, with 62% of each group predicting an increase.

Venture investors expect a pickup in business IT and health-care IT investing in 2013, with 61% and 57% seeing increases in those sectors, respectively. Interest in consumer IT has ebbed, with 35% of VCs forecasting an investment increase and 40% foreseeing a decline.

“The B2B tech private company valuation bubble will grow and then pop in October,” predicted Scott Maxwell of OpenView Venture Partners.

VentureSource is a research unit of VentureWire publisher Dow Jones & Co.

Write to Russ Garland at russell.garland@dowjones.com. Follow him on Twitter at @RussGarland

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