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Archive for the ‘Technology’ Category

Sequoia Communications shutting down

Posted in Board Of Intellectual Capital, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Market research, Mobile, Technology, Venture Capital, tagged , , , , , , on August 21, 2009| Leave a Comment »

Here is an excellent article from the VC dispatch at Wall Street Journal.

“Though demand for mobile phones is at an all-time high, Sequoia Communications Inc., a developer of components for the devices, has found itself unable to raise additional venture capital and is closing its doors, according to an investor.

The San Diego company had raised about $64 million from nine venture firms over several rounds beginning in 2001, VentureWire records show.

Luis Arzubi, a general partner with Tallwood Venture Capital, which participated in three funding rounds for Sequoia, said the company felt the pinch from the world’s economic slowdown, competition from name-brand tech companies and the difficulty of keeping the company’s components in compliance with the rules and protocols of numerous overseas markets.

“The company was running behind its original schedule,” Arzubi said. “Venture capitalists are very cautious, and afraid of throwing good money after bad.”

The company developed a transceiver for mobile phones that worked well, he said, and had signed up customers. Sequoia was about a year away from breaking even when investors pulled the plug, he said.

Transceivers are one of many electronic components that enable wireless communication. They are capable of tuning in, modulating and broadcasting standard cell signals. Transceivers also exist in other electronics and are used to pick up and broadcast other types of signals.

Semiconductor giants such as Qualcomm Inc. and Infineon Technologies AG also build transceivers, and they have more resources to bring to bear on the process, Arzubi said. They also have a diversified line of products, which Sequoia did not.”

Read the fulla article here.

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Is the U.S. Market Again Ripe for IPOs?

Posted in Board Of Intellectual Capital, Investments, Market research, Social Networks, Strategy, Technology, Venture Capital, tagged , , , , , , , , , , , , , , on August 20, 2009| Leave a Comment »

Here is an intresting article from Money morning.

“Goldman Sachs Group Inc.’s (NYSE: GS) initial public offerings (IPO) guru Tom Tuft has joined Bruce Wasserstein’s Lazard Ltd. (NYSE: LAZ) as chairman of Global Capital Markets Advisory and vice-chairman of its U.S. investment banking, in what could be a sign that the market for IPOs is thawing.

Tuft, a 33-year Goldman vet who co-founded its equity capital markets business in 1985 and became its chairman in 2004, was involved in several high-profile IPOs, including those of The Estee Lauder Companies Inc. (NYSE: EL) and RJR Nabisco Inc. He also advised Lazard on its own IPO in 2005.

A slowdown in mergers and acquisitions has prompted Lazard to expand its equity capital markets and restructuring operations, working on nine of the top 10 bankruptcies this year, Bloomberg News reported. Capital raised by IPOs in the first half of this year was $11.4 billion, down 85% from the same period last year according to data compiled by Bloomberg.

“There is demand for companies to come public,” David Menlow, president of IPOFinancial.com told Bloomberg. “The fact that we haven’t seen that many is not an indication that companies are not out there ready to come public.”

The article continues.

The “Silicon Valley Six”

“An informal poll of venture capitalists and others conducted by Reuters yielded six successful companies with revenue of $100 million or more in Silicon Valley that are ripe for acquisition or an IPO, excluding social networking sensations Facebook Inc. and Twitter Inc. The news service dubbed the companies the “Silicon Valley Six,” which were chosen out of 34 citied in sectors ranging from alternative energy to video games.

The top four companies found were social network LinkedIn Corp., solar panel maker Solyndra Inc., smart grid company Silver Spring Networks and Zynga Inc., which develops games that run on social networks like Facebook or New Corp.’s (NYSE: NWS) MySpace.

The other two are Guidewire, which develops software for property and casualty companies, and LiveOps, which operates call centers from contractors that work from their homes.

“They are exciting because they…demonstrate what is possible with venture capital,” Sharon Wienbar, managing director of Scale Venture Partners told Reuters. “These are companies that have proven a new, attractive business model that works big in spaces.”

Venture capitalists’ rule of thumb for declaring a company ripe for an IPO is that a company must have  $100 million in sales and have a capitalization of about $1 billion in order to have enough money to meet the reporting structures of the Sarbanes-Oxley act.

“The market is in the early stages of being back,” LiveOps Chief Executive Officer Maynard Webb said. “The market is ripe and open today for great companies.”

While not mentioned in Reuters’ “Silicon Valley Six,” one private company that’s making waves in Silicon Valley is PopCap Games Inc., which publishes and develops easy-to-play, accessible “casual” video games.”

Read the full article here.

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Successful “Date Certain M&A” of Pegasus Biologics Inc., its Assets and Intellectual Property

Posted in Board Of Intellectual Capital, boic, Community, Distressed Intellectual Property, Distressed IP, Economy, Gerbsman Partners, Intellectual capital, Investments, Strategy, Technology, Venture Capital, tagged , , , , , , , on July 15, 2009| 1 Comment »

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value at Pegasus Biologics Inc., a venture capital backed medical device company. Pegasus Biologics focuses on the development of advanced biologic solutions. Applications range from the repair, augmentation, reinforcement and reconstruction of soft tissues to advanced wound management.

Gerbsman Partners provided Crisis Management leadership, facilitated the sale of the business unit, associated Intellectual Property and assets and recovered receivables. Due to market conditions, the senior lender and the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. The senior lender recovered 100% of its principal.

Gerbsman Partners provided leadership to the company with:

  • Crisis Management and medical device 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 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 55 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $770 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.2 billion of financings, restructurings and M&A transactions.

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

For additional information please visit www.gerbsmanpartners.com.

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Lean times continue for startups, as sales, IPOs wither

Posted in Board Of Intellectual Capital, Business models, Economy, Gerbsman Partners, Investments, Strategy, Technology, Venture Capital, tagged , , , , , , , , , , , , , , , , , , , , , , , on July 8, 2009| Leave a Comment »

Here is an excellent Bloomberg article by way of statesman.com.

“SAN FRANCISCO — Acquisitions of startups fell to the lowest level in a decade in the second quarter as the recession stopped companies from buying smaller competitors.

A total of 59 startups merged with other companies, a drop of 30 percent from a year earlier and dropping to the lowest level since 1999, the National Venture Capital Association said. Five U.S. startups have had initial public offerings so far this year. In 2007, before the financial crisis, there were 86.

Acquisitions and IPOs — the two ways for venture capitalists to cash in their investments — have almost come to a standstill, NVCA President Mark Heesen said. With the IPO market struggling, larger technology companies — confident that prices will fall — are waiting before proposing takeovers, he said.

“The buyers on the merger and acquisition side got smart real fast,” Heesen said. “They wait for companies to come crying to them to get bought.”

No venture-backed companies went public between September and March — the longest slump since the association began collecting data in 1971. Only 11 startups have had IPOs since the end of 2007, and there is little immediate prospect for improvement, said Paul Bard, an analyst at Renaissance Capital.

Only 10 startups have filed pre-IPO paperwork with U.S. regulators, and none has done so since January, said Emily Mendell, an NVCA vice president. That signals that deals such as the May IPOs of Austin-based SolarWinds Inc. and online restaurant-reservation service OpenTable Inc. failed to spur other young companies to act.

It also means the market won’t revive in the next few months, Bard said.

“Unless filing activity spikes in the next two to three weeks, we’re unlikely to see a more sustainable pickup in VC-backed IPOs before Labor Day,” Bard said. “The bar will remain high for most VC-backed deals to get done.”

Even if the 10 biggest venture capitalists had 25 companies ready to go public by early next year, that would still leave IPOs at about a third of their levels from 2004 to 2007, he said.

That means startups lack bargaining power in merger talks, a situation that is keeping offers low and stalling many negotiations that do occur, Heesen said.

Only 13 of the 59 companies that sold out reported how much they were paid, the association said. Prices were higher than in the first quarter, a possible sign of improving conditions later this year, it said.

Cisco Systems Inc.’s $590 million deal to buy Pure Digital Technologies Inc., maker of the Flip Video camera, helped drive up the average merger price to $197.7 million.

Five companies commanded less than venture capitalists had invested, the venture capital association said. Purchases of medical-instrument makers CoreValve Inc. and Chestnut Medical Technologies Inc. were the only ones in which early backers received 10 times their outlay, the traditional standard for a venture-capitalist home run, Mendell said.”

Read the full article here.

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Date Certain M&A of Active Response Group, Inc., its Assets and Intellectual Property by its secured senior lender- Hercules Technology Growth Capital

Posted in Board Of Intellectual Capital, boic, Business models, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Intellectual capital, Investments, Strategy, Technology, Venture Capital, tagged , , , , , , , , , , , , , , , , , , , , , , , , , , on July 6, 2009| 1 Comment »

SALE OF ASSETS OF ACTIVE RESPONSE GROUP INC.
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Hercules Technology Growth Capital (“Hercules”), the senior secured lender to Active Response Group, Inc., (“ARG”), (www.activeresponsegroup.com) to solicit interest for the acquisition of all or substantially all of ARG’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “ARG Assets”).

Please be advised that the ARG Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the ARG Assets will receive all of ARG’s right, title, and interest in the purchased portion of Hercules’ collateral, which consists of substantially all of ARG’s assets, as provided in the Uniform Commercial Code.

The sale is being conducted with the cooperation of Hercules and ARG. ARG has advised Hercules 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.

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 ARG Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Hercules or Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Hercules or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact. Please further note that all information provided herein relating to the operations of ARG’s business and its market positions relates to periods on or prior to March 31, 2009. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Hercules and 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 Hercules’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ARG 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, Hercules and Gerbsman Partners. Without limiting the generality of the foregoing, Hercules and Gerbsman Partners, and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the ARG 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 Hercules or Gerbsman Partners’ prior consent.

SUMMARY OF HISTORICAL INFORMATION[1]

ARG is an online marketing solutions company specializing in lead generation and customer acquisition. ARG leverages deep vertical knowledge, a database of 20 million consumer records and a proprietary technology platform to deliver qualified leads and closed transactions to advertisers on a pay for performance basis. ARG employs a ‘wide-net’, promotional approach to generate consumer registrations from over 400 proprietary websites. These registrations are converted into qualified leads and sales. At its apex, the company generated over 1.5 million consumer registrations each month.

The company is well-positioned to capitalize on several industry trends – the migration of direct marketers from offline to online; the increased emphasis on accountability and ROI which has fueled the growth of the pay for performance space; and the increased focus on targeting and segmentation.

ARG is a privately held company. ARG (founded in 2000 as eWOMP, Inc.) is headquartered in New York, New York, with Technology offices in Boulder Colorado. To date, ARG has secured over $5 million in equity financing. $2.6 in a Series A secured by eWOMP with the remainder funded by the Company’s CEO, CFO, Board of Directors and a group of sophisticated private investors. The company also raised over $10MM in venture debt financing from Hercules Technology Growth Capital.

Target Market:
Per the IAB, lead generation is the fastest growing segment of the online advertising industry. Lead generation is estimated to grow to $3.7 billion by 2011, up from $1.8 billion in 2007.

Customers:
ARG’s clients range across a broad set of industries, covering over 80 distinct product and service categories. ARG operates a performance driven marketplace and its customer base is vertically agnostic, which allows it to maximize revenue across its strong client base of direct clients, agencies and networks, such as ValueClick, AOL, Q Interactive, IAC, Pfizer, Glaxo Smith Kline, R.J. Reynolds, and Netflix. The accounts receivable base of ARG is diverse, as no client represents over 10% of its accounts receivable balance.

Proprietary Lead Generation Technology – Intellectual Property
ARG’s internally developed software platform, Active Marketing Platform (“AMP”) is a scalable technology solution that enables the company to execute its business model with tremendous efficiency. ARG’s technology dynamically optimizes ROI by measuring the difference between attracting customers to ARG’s sites and the revenue generated from media sources – at a granular level – enabling real time media decisions. The company’s technology is customizable for individual clients to meet specific needs in order strike the optimal balance between quantity and quality. The company’s platform was designed with an open architecture to be both flexible and expandable. An example of the expandability of the platform is a recent development of a module that powers call centers. This enables ARG to utilize an outsourced call center, but maintain operational visibility and manage risk.

ARG technology platform is differentiated from its competitors such as Web Clients, World Avenue, Q Interactive in that AMP takes a consumer centric approach focused on maximizing the value of every customer interaction by serving the optimal ‘basket of offers’ to a distinct consumer based on user-generated, behavioral and attributed data. This data fuels a genetic algorithm that gets smarter over time to maximize the number of times a registrant opts in to an offer.

ARG is further differentiated by its ability to quickly deploy multiple lead generation websites with different and unique branding elements, extend into a call center environment and maximize media dollars spent/minimize risk based on performance at a granular level. ARG has developed several proprietary tools that enables dialing-up or dialing down media sources based on quality and ROI metrics. This ability to ‘feed the winners and starve the losers’ on the fly, yields higher revenue per registrant, produces higher quality for advertisers and results in lower fraud.

THE FOLLOWING FINANCIAL DATA IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY. PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS. THIS INFORMATION SHOULD NOT BE RELIED UPON TO MAKE FUTURE PERFORMANCE PROJECTIONS OF ANY KIND.

Summary

· Strong Historical Growth

· Attractive Industry – Fastest growing segment of the online advertising market, well-positioned to capitalize on major shifts in marketing strategies and media budgets

· Best in Class Technology – AMP platform provides a turn key lead generation and transactional marketing solution, which can also be extended to power call center operations

· Proprietary Data Base of over 20 million fully profiled consumers with over 2 billion data points

· Diversified Client Base with Low Concentration

· Excellent Relationships with Media Publishers and Advertisers – long-standing relationships with key players such as Value Click, Advertising.com, Q Interactive and other leading companies

· Opportunity for Future Growth and Margin Improvement – company has made moves to reduce fixed costs and improve marginal profitability making the company poised to scale.

The reasons why the ARG’s assets are attractive are:

ARG has historically experienced strong growth and has been among the leaders in the lead generation space. However, recent working capital constraints and an overly leveraged balance sheet have created the opportunity for all or a portion of ARG’s assets to be sold. The acquisition of these assets can enable the purchaser to realize significant short and long term value from the ARG assets as ARG maintains the ability to quickly scale within the context of sufficient working capital and a stronger balance sheet.

Robust Growth: Since inception, the Company has grown very impressively, with revenues increasing from $1 million to $32 million between 2004 and 2008.

Market Position: The Company is one of the five major players in the online lead generation space in terms of market size and presence. While ARG is the youngest of the five, it has the critical mass, superior technology and operational expertise to be highly successful in the marketplace, which is not true of its smaller competitors.

Proprietary Technology Platform That Can Be Bolted On or Run On a Standalone Basis: The Company’s proprietary technology platform (AMP) provides superior functionality relative to competitive solutions. The platform’s robustness handles extreme traffic loads, offer volatility, and “tech stress” created by many high-volume clients with many different consumer registration profiles simultaneously. Employing sophisticated advertising targeting and dynamic registration path optimization, the AMP possesses integrated additional functionality and analytical tools that support e-commerce, market research and affiliate marketing activities. Furthermore, the platform is capable of accommodating new non-Web communication devices (such as cell phone messaging) as consumer penetration and acceptance of added mobile functionality increases.

Extensive and Diversified Creative Library: To date ARG has developed thousands of websites and customer acquisition creative assets. AMP’s flexible architecture allows for rapid implementation or augmentation of brand and creative design allowing ARG’s creative inventory to be rapidly transplanted to complement existing or newly developed brands or lead generation properties and initiatives.

Diversified Client Base: The Company has over 400 clients engaged in a wide variety of consumer-oriented industries. This allows the Company to maximize the revenue and profitability of the leads it generates by delivering them to the most appropriate client based on expected yield as determined by AMP. In addition, by establishing a diverse customer base, the Company can avoid fluctuation in its revenues caused by adverse changes effecting any particular client industry category.

Agency Approvals: The Company is in compliance with the Interactive Advertising Bureau’s (IAB) newly established standards, which defines online lead generation best practices for US-based advertisers and publishers. The Company is a member of the IAB and sits on its lead generation committee, and it is also a member of the Online Lead Generation Association (OLGA) and the Direct Marketing Association (DMA).

Strong Regulatory Positioning: The Company invested hundreds of thousands of dollars in 2007 to completely overhaul its privacy policies and consumer disclosures to be ahead of the regulatory curve. Since the lead generation space continues to attract regulatory scrutiny, the Company is well-positioned to be operationally unaffected and to benefit, from a competitive standpoint, if any new regulations are initiated with respect to the lead generation business.

Hercules is seeking a buyer of the ARG’s Assets, in whole or in part. Interested parties may bid on all or any part of ARG’s core technology, creative library and customer contracts, enabling the purchaser to leverage ARG’s core technology, creative library, client and vendor relationships and to obtain new sales, enhance revenue streams or accentuate or augment lead generation and performance marketing business unit.

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 ARG 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 Hercules, Gerbsman Partners, or ARG, 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 Hercules, ARG, 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 ARG’s Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than July 23, 2009 at 3:00 p.m. (Eastern Time) (the “Bid Deadline”) at ARG’s office, located at 104 W 27th St, 2nd Floor, New York, NY 10011. Please email all bids to steve@gerbsmanpartners.com and sharvey@herculestech.com

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 $200,000 (payable to Hercules Technology Growth Capital, Inc.). The winning bidder will be notified within 48 hours of the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Hercules will require the successful bidder to close within a 7-day period. Any or all of the assets of ARG 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 ARG Assets shall be the sole responsibility of the successful bidder and shall be paid to Hercules 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

[1] All information provided herein relating to the operations of ARG’s business and the market positions relates to periods on or prior to March 31, 2009. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

[2] The biographical information concerning the current management of ARG is included for information purposes only. Although this sale is being conducted with ARG’s cooperation, this sale is strictly an asset sale offered by Hercules as ARG’s senior lender pursuant to Article 9 of the Uniform Commercial Code. HERCULES HAS NO ARRANGEMENT PURSUANT TO WHICH BUYER OF THE ARG ASSETS COULD BE ASSURED OF THE FUTURE SERVICES OF ANY ARG OFFICERS OR EMPLOYEES.

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