SALE OF SATIETY, INC.
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Satiety, Inc. (www.satietyinc.com) to solicit interest for the acquisition of all, or substantially all of, Satiety’s assets (the “Satiety Assets”).
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 Satiety’s Assets has been supplied by Satiety. It 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 as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.
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 Satiety’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Satiety 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 Satiety and Gerbsman Partners. Without limiting the generality of the foregoing, Satiety and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Satiety 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 as Exhibit A.
Based in Palo Alto, California, Satiety, Inc. is a medical device company focused on the development of less invasive devices for the treatment of obesity. Satiety’s first product, the TOGA® System, enables physicians to perform a procedure similar to traditional restrictive obesity surgeries, but without surgical incisions. Satiety, Inc. was founded in 2000 through a collaboration of medical device incubators Thomas Fogarty Engineering and The Foundry, and is headquartered in Palo Alto, California.
Satiety believes its assets are attractive for a number of reasons:
· Significant Unmet Need: Obesity is one of the largest and growing health risks in the developed world. Although surgery is the only scientifically proven method for patients to lose weight and keep it off, less than 2% of the 22mm eligible patients in US elect to have surgery every year. One of the primary reasons is fear of the risks and complications associated with current bariatric surgeries. A minimally invasive, safe, and effective option could potentially meet this significant unmet need.
· Innovative Approach: Satiety’s TOGA® Procedure (trans-oral gastroplasty) is considered to be one of the most unique, innovative and promising technologies currently being evaluated for the minimally invasive treatment of obesity. The TOGA Procedure was named by the Cleveland Clinic in its “Top 10 Medical Innovations for 2011” demonstrating the excitement in the broad medical community for the TOGA approach and the relevance and need for this kind of treatment option.
· Demonstrated Multi-Site Clinical Validation: Over the past four years, Satiety has demonstrated the safety and effectiveness of the TOGA Procedure. Over 470 patients have been treated in OUS pilot trials and in an FDA-approved randomized sham-controlled US pivotal trial. No known development-stage medical device company has treated more obese patients or has a more comprehensive data set.
· Strong Intellectual Property Portfolio: Satiety’s Intellectual Property is broad, comprising 26 issued US patents, 33 pending US patent applications, 26 issued international patents, and 40 international pending patent applications, covers multiple methods and devices for the treatment of obesity, including seminal coverage for the TOGA Procedure and System.
· Commercialization Path: The TOGA System has received the CE-Mark and a Pre-Market Approval (PMA) is in process in the US.
Impact of Technology on the Market
Over the last decade, obesity in the United States has reached epidemic proportions and is now recognized as a national health threat and a national health challenge. Obesity is a global health problem as well, affecting 70 million people in the U.S. and 300 million worldwide, the growth of which is causing alarming increases in obesity-related diseases such as diabetes, high blood pressure and cardiovascular disease. Obesity-related health costs in the United States are estimated to be in excess of 100 billion dollars annually.
Despite the scientific evidence that surgical intervention is the only proven way for patients to lose weight, less than 2% of the eligible surgical candidates in the US seek surgical treatment every year. The incidence of obesity per year is significantly greater than the number of surgical procedures being performed leading to a rapidly increasing prevalence of the disease. As of 2008, over 22 mm patients in the US met the NIH criteria for surgical treatment of obesity and this number is growing rapidly.
Market research indicates that a significant reason for the low patient adoption of surgical treatments for obesity is patients’ fear of the risks and complications associated with well-known bariatric surgeries such as the gastric bypass.
Satiety’s minimally invasive approach, known as the TOGA (trans-oral gastroplasty), is an incision-less endoscopic treatment that results in no scars, implants, or risks of wound infection while demonstrating in pilot and a multi-center US blinded sham-controlled trial that patients can achieve clinically meaningful weight loss with a significantly reduced risk of side effects when compared to currently available surgical treatments. When made available to patients, TOGA could potentially offer millions of patients a truly safe, effective, and less invasive option that is not currently available.
Satiety believes that based on this significant unmet need and the clinical trial results conducted at multiple US and OUS clinical centers over the past 4 years, the TOGA Procedure has the potential to become one of the leading minimally invasive treatments for obesity and may open up an entirely new market for obesity surgery.
Satiety Company Profile
Founded in 2000, Satiety, Inc. is a private, Palo Alto-based medical device company focused on the development of less invasive devices for the treatment of obesity. Over the past ten years, the company has raised approximately $86mm from leading venture capital firms including Venrock Associates, Abbott Ventures, Morgenthaler Ventures, Three Arch Partners, Skyline Ventures, HLM Ventures, and Pinnacle Ventures, as well as others.
Satiety’s first product, the TOGA® System, enables physicians to perform a procedure similar to traditional restrictive obesity surgeries, but without surgical incisions. In this procedure, the TOGA System devices are inserted transorally (through the mouth) into the stomach where they are used to create a narrow passageway or “sleeve” (See Figure 1). The sleeve slows the movement of food through the stomach, giving patients a feeling of fullness (satiety) after a smaller meal. The procedure is intended to be safer and easier for patients to tolerate than conventional obesity surgery.
Satiety’s Assets
Satiety has developed a portfolio of assets critical to the minimally invasive treatment of obesity. These assets fall into a variety of categories, including:
· Patents, Patent Applications and Trademarks
· Unique Prospective, Randomized Patient Data Set for Treating Obesity
· Surgical Technology and Product Inventory
· Trans-oral Devices and Procedure
· Next Generation Product Designs
· Product Cost Reduction Designs
· Manufacturing, Design and Calibration Equipment
· Current FDA Approved Clinical Trials and regulatory correspondance
· CE Mark for the TOGA System
· Intellectual Capital and Expertise
The Satiety Assets will be sold in whole or in part (collectively, the “Satiety Assets”). The sale of these assets is being conducted with the cooperation of Satiety. Satiety and certain of its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Satiety should not be contacted directly without the prior consent of Gerbsman Partners.
Key Personnel
· Eric Reuter — CEO & President:
Eric M. Reuter joined Satiety as President, Chief Executive Officer and Director in May 2008. Prior to joining Satiety, he served on the board of directors of Insound Medical. From June 1999 until August 2006 Eric was President, Chief Executive Officer, and Director of Laserscope, a publicly traded medical device company that was sold to American Medical Systems. Eric joined Laserscope as Vice-President, Research and Development in September 1996. Before joining Laserscope, from February 1994 to August 1996, Eric was employed at the Stanford Linear Accelerator Center at Stanford University (SLAC) as the Project Engineer for the B-Factory High Energy Ring, an electron storage ring used for high-energy physics research. From February 1991 to January 1994, he served as a senior staff engineer and program manager in digital imaging at Siemens Medical Systems — Oncology Care Systems, a medical device company. Eric has a Bachelor of Science degree in Mechanical Engineering and Materials Science & Engineering from UC Davis.
· Robert Gaffney — Vice President of Operations and Product Development:
Bob has over 22 years experience in the medical device field. He started with Cordis Corporation as a manufacturing engineer in the pacemaker division, and held various positions within Operations and Product Development. From there he was one of the first employees, with the start-up Ventritex. Robert helped develop the Ventritex implantable defibrillator and built the manufacturing organization to over 300 employees, leading them through an IPO and eventual sale to St. Jude Corporation. After Ventritex Robert went to Avocet Medical to help launch a blood coagulation meter, a product that required high volume manufacturing of meters, disposable strips and chemistry. Robert has been at Satiety since 2003. He has a Bachelors of Mechanical Engineering from the Georgia Institute of Technology and an MBA from Pepperdine University.
· John Gaiser — V.P.R&D:
John is currently Vice President of Research and Development at Satiety. He has been leading product development groups for over 25 years in the fields of cardiology, gastroenterology, and surgery. He holds a number of issued patents and other publications in these fields. Prior to Satiety, John was Vice President of R&D at Curon Medical, a developer of devices for treating gastroesophageal reflux and incontinence, and at Medtronic CardioRhythm, a developer of cardiac ablation systems. John has also held R&D management and senior engineering positions of increasing responsibility at Guidant, Inc. and at Baxter Healthcare. John holds a BS in Mechanical Engineering from Purdue University.
· Rachel Croft – V. P. Marketing:
Rachel joined Satiety in August 2006 as Vice President of Marketing. Prior to joining Satiety, she was an entrepreneur-in-residence with four venture capital firms evaluating medical device business opportunities. Prior to that she held several positions in product management, business development, reimbursement and eventually as Vice President of Marketing at Curon Medical. Before entering the medical device industry, Rachel spent 5 years in equity research and corporate finance focused on health care companies at Lehman Brothers and Robertson Stephens & Company. Rachel holds a BS in Industrial Engineering from Stanford University and an MBA from The Wharton School at University of Pennsylvania.
· Jane Beggs – Director of Regulatory Affairs:
Jane Beggs joined Satiety in October of 2007 as Director of Regulatory Affairs. Jane has 20 years of leadership roles in regulatory, clinical and quality systems. Early management roles at ACS (Guidant) led to worldwide regulatory approvals for PTCA catheters, guidewires and accessories. At Perclose (Abbott), she secured the expedited PMA of the original 9French device and PMA supplements for 8Fr and 5Fr devices. In other start-ups, Jane’s responsibility included the integration of clinical operations for conducting clinical trials (feasibility, pivotal and marketing studies), certified quality systems and regulatory approvals for the US, Europe, Australia, Canada and Japan. Jane has a bachelor’s degree in Biology (UC Berkeley) and MBA (finance) degree (Notre Dame de Namur University, Belmont, CA).
· Renee Kochevar — Director of Clinical Affairs:
Renée joined Satiety in February 2009 as Director of Clinical Affairs. Prior to joining Satiety she worked for nine years in clinical research for several medical device companies. Prior to that she spent six years in academic clinical research at Harvard University and Tufts University. Renée holds a BA in Biology from the University of Colorado, Boulder, a BA in Psychology from Colorado State University, a PhD in Clinical Psychology from the Joint Doctoral Program at the University of California, San Diego and San Diego State University, and a master’s degree (ALM) in Natural Sciences, Medical Anthropology from Harvard University.
Satiety, Inc. Board of Directors
· Hank Plain – Chairman: Morgenthaler Ventures
· Bryan Roberts: Venrock Associates
· John Freund: Skyline Partners
· Michael Bates – Audit Chair: Independent
· Rod Young: Three Arch Partners
· Tom Fogarty: Co-founder of Satiety
· Eric Reuter: CEO, Satiety, Inc.
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 Satiety 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 Satiety Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, February 4th, 2011 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at Satiety’s office, located at 2470 Embarcadero Way, Palo Alto, CA. 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 Satiety list (Exhibit “B”) may not be complete and Bidders interested in the Satiety Equipment 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 Satiety, Inc.). The winning bidder will be notified within 48 hours of the Bid Deadline. Non-successful bidders will have their deposit returned to them. Satiety reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
Satiety 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 submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
Satiety will require the successful bidder to close within a 7 to 14 day period. Any or all of the assets of Satiety 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 Satiety Assets shall be the sole responsibility of the successful bidder and shall be paid to Satiety at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com
James Skelton
Gerbsman Partners
(949) 466-7303
jim@gerbsmanpartners.com
Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com
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