Update to Bidding Process – Procedures for the sale of certain Assets and Intellectual Property of Emergent Game Technologies, Inc.
Further to Gerbsman Partners e-mail of November 22, 2010 and November 12, 2010 regarding the sale of certain assets of Emergent Game Technologies, Inc., I attach the legal documents and wire transfer information that we will be requesting of bidders for certain assets of Emergent Game Technologies, 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 Emergent Game Technologies, Inc. will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with Stephen O’Neill, Esq., counsel to Emergent Game Technologies, Inc.
As indicated in the email of November 12, 2010, Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Venture Lending & Leasing V, Inc. (“WTI”), the senior secured lender to Emergent Game Technologies, Inc., (“EGT”), (www.emergent.net) to solicit interest for the acquisition of all or substantially all of EGT’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “EGT Assets”). Please be advised that the EGT Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the EGT Assets will receive all of EGT’s right, title, and interest in the purchased portion of WTI’s collateral, which consists of substantially all of EGT’s assets, as provided in the Uniform Commercial Code.
The sale is being conducted with the cooperation of WTI and EGT. EGT has advised WTI that it will use its best efforts to make its employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.
For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to Emergent Game Technologies, Inc. He can be reached at 408 907 9200 and/or at soneill@murraylaw.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the EGT Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, December 10, 2010 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at EGT’s office, located at 5016 N. Parkway Calabasas, Suite 210, Calabasas, California 91302. Please also email steve@gerbsmanpartners.com with any bid.
Since Bids are due on December 10, 2010, the due diligence schedule is filling up and the team would encourage all interested parties, if interested, to schedule a time slot in the due diligence schedule at the company headquarters in Calabasas, CA.
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 EGT 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 WTI, Gerbsman Partners, or EGT, 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 WTI, EGT, 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 EGT Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, December 10, 2010 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at EGT’s office, located at 5016 N. Parkway Calabasas, Suite 210, Calabasas, California 91302. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way.
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 $250,000 (payable to Venture Lending and Leasing V, Inc.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.
WTI reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.
WTI will require the successful bidder to close within a 7 day period. Any or all of the assets of EGT 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 EGT Assets shall be the sole responsibility of the successful bidder and shall be paid to WTI at the closing of each transaction. For additional information, please see below and/or contact:
For additional information, please see below and/or contact:
Stephen O’Neill, Esq.
(408) 907-9200
soneill@murraylaw.com
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
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