SALE OF Cambridge NanoTech, Inc.

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Silicon Valley Bank (“SVB”), the senior secured lender to Cambridge NanoTech, Inc. (“Cambridge NanoTech”), (http://cambridgenanotech.com) to solicit interest for the acquisition of all or substantially all of Cambridge NanoTech’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Cambridge NanoTech Assets”).

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

The sale is being conducted with the cooperation of SVB and Cambridge NanoTech.  Cambridge NanoTech has advised SVB 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 Cambridge NanoTech Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by SVB or 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.

SVB 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 SVB’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Cambridge NanoTech 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 SVB and GerbsmanPartners. Without limiting the generality of the foregoing, SVB and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Cambridge NanoTech 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 SVB’s Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

SUMMARY OF HISTORICAL INFORMATION[1]

Cambridge NanoTech, Inc. (“CNT”) is a materials science company that designs, develops and manufactures high-performance turnkey equipment for Atomic Layer Deposition (“ALD”) from R&D to high volume production. ALD is a cutting edge thin-film deposition nanotechnology and CNT has dominant market share in the number of ALD R&D systems worldwide – a market that CNT created back in 2003.  CNT’s solutions range from lab-based analytical instruments for research to large-format, commercial production systems for high volume production of films used in various sophisticated electronic components such as micro-electromechanical systems (“MEMS”), semiconductors, optoelectronics, photovoltaics, solar, flat panel displays and advanced biomedical devices, among others. The Company also has a services component to its business, offering materials coatings services, contract R&D, as well as materials science solution consulting services.

ALD is a process by which thin-films, a few nanometers in size, are used to coat an object (“substrate”) one atomic layer at a time. CNT’s proprietary ALD technology is used to apply a wide array of coating materials, creating virtually perfect, uniform films both on surfaces and inside microscopic pores, trenches and cavities. ALD-based coatings improve the performance of a broad variety of materials, offering improved anti-wear properties, increased water vapor resistance, as well as enhanced optical, mechanical, and electrical properties. ALD has broad applications across a number of industries, including electronics, energy, healthcare, and textiles. ALD adoption has been driven by the decrease in technology form factors as an enabler for smaller and faster electronic devices and the subsequent need for nanoscale coatings given that traditional thin-film deposition techniques are reaching their technological limits.
Cambridge NanoTech  is headquartered in Cambridge, MA, and was boot-strapped in 2003 by Dr. Jill S Becker, directly out of the Gordon Lab at Harvard University (www.chem.harvard.edu/groups/gordon/), Since then, CNT has experienced tremendous revenue growth and profitability in almost every year since inception, serving a variety of world-leading enterprises as customers across a variety of end markets

Target Market:
Cambridge NanoTech (CNT) pioneered the development of compact ALD systems for the research and development sector, and in doing so created the market for affordable R&D systems. Based on the success of its R&D systems, CNT expanded its product lines to meet the needs of both R&D and Production customers. Within the span of the application space, CNT’s products target a diverse set of technologies, including Energy (Solar, Li-ion Batteries, Fuel Cells), Lighting and Display (OLEDs, LED), MEMS/ MOEMS, Electronics, and Nanotechnology.

Customers:
CNT has strong customer relationships with blue-chip customers across a variety of end markets. Key manufacturing customers CNT has served include leading producers of displays, solar technology, MEMS, and R2R flexible displays. CNT is the R&D systems leader with more than 300 R&D systems sold worldwide. A key factor in CNT’s success has been the Company’s end-to-end customer support throughout the sales process, providing consultative services on systems design, contract R&D services and installation / post-installation support. CNT’s knowledgeable team of scientists, who come from an assortment of research disciplines, can provide knowledgeable insight and offer material science solutions to address customer needs. CNT’s customers span a wide range of business and academic sectors and include, Texas Instruments, 3M, IBM, GE, DuPont, Toyota, Northrop Grumman, Harvard University, Stanford University, and Sandia Laboratories.
The accounts receivable base of CNT is diverse, as no client had represented over 10% of its accounts receivable balance.

1INTERESTED PARTIES SHOULD SATISFY THEMSELVES THROUGH INDEPENDENT INVESTIGATIONS AS THEY OR THEIR LEGAL AND FINANCIAL ADVISORS SEE FIT. Any sale of the Cambridge NanoTech 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 SVB and GerbsmanPartners. Without limiting the generality of the foregoing, SVB and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Cambridge NanoTech 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.

Intellectual Property
CNT has generated a substantial body of intellectual property in the form of patents, trademarks, know-how and trade secrets.  The Company currently has 1 issued US patent and 6 issued international patents, 8 pending patent applications in the US and 9 pending international applications and is continuously inventing and expanding its IP portfolio in a manner that protects markets and enhances shareholder value. The patent portfolio includes a separate patent family for each of its product lines. Moreover each patent family  specifically sets forth ALD process and reaction chamber innovations that resulted from a ground up ALD design as opposed to converting a non-ALD deposition system to an ALD deposition system.
The patent families include:
•  Savannah Patent Family (R&D lab equipment)
•  Fiji Patent Family (R&D lab equipment with plasma and additional in-situ diagnostics)
•  Phoenix & Tahiti Patent Family (Production equipment for high volume manufacturing)
•  Preboost Patent Family (To proliferate the use of more precursors in any ALD system)
•  Roll2Roll Patent Family (Fast ALD; high throughput; atmospheric ALD)
Details of the issued patents and trademarks are shown in Appendix A

ALL INFORMATION PROVIDED HEREIN RELATING TO THE OPERATIONS OF CAMBRIDGE NANOTECH’S BUSINESS AND THE MARKET POSITIONS AS IT RELATES TO PERIODS ON OR PRIOR TO NOVEMBER 9, 2012, WHEN THE COMPANY CEASED OPERATIONS.

·       Attractive Industry – Material science industry, and ALD in particular  is growing at a rapid rate, as material science solutions pervade the electronics and nanotechnology sectors

·       Best in Class Technology – CNT’s ALD systems are the dominant tool of choice for researchers and offer leading edge capabilities

·       Diversified Base of Customers – CNT’s ALD systems are used in academic, and manufacturing environments, and cover a range of technologies including – Electronics, MEMS/MOEMS, Display/Lighting, and Energy. Systems have been purchased by universities, research institutes, government and military labs, and industry

·       Excellent Relationships – CNT’s strength has always been predicated on strong relationships within and outside the ALD industry

·       Opportunity for Future Growth  – Opportunities for growth can be realized by fully exploiting the need for thin film material science solutions, and in taking advantage of the Intellectual property contained within its patent portfolio.

The reasons why Cambridge NanoTech’s assets are attractive are:

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

Robust Growth: CNT achieved profitability in 2004, within its first 12 months of being established. Since that time, revenues have grown at an 85% CAGR through 2011, and while net income performance has been lumpy, the Company has sustained profitability during periods of high growth and during periods of significant investment in product development.

Market Position: CNT is the dominant ALD company in a group of 3 other major companies participating in the ALD sector for R&D applications,  in terms of market size and presence. While CNT is not the biggest of the group, it has the advantage of superior scientific an engineering expertise, and a exceptionally strong reputation for providing material science solutions, which is not true of its competitors.

Dominant ALD R&D Platform: The Company’s R&D ALD platform is renowned for its affordability and performance – a blend which makes the Company’s products the most sought after in this competitive market. The platforms are robust, easily serviceable,  and maintainable, and meet the extraordinary needs for research level flexibility.

Diversified Customer Base: The Company has over 300 ALD systems deployed in the field in a wide variety of  industries. This allows the Company to avoid fluctuation in its revenues caused by adverse changes affecting any particular industry.

Potential Backlog and Pipeline: Prior to ceasing company operations, the Company had a backlog of purchase orders, and a sales pipeline. This information is available in the Due Diligence War Room, and is subject to an NDA.

Management Team at Cambridge NanoTech Inc (for information purposes only)[2]:

Jill Becker Ph.D, Founder and CEO: Jill founded Cambridge NanoTech in 2003 and continues to successfully lead the Company’s technical, sales and operational functions. Dr. Becker holds a Hon. B.S. from the University of Toronto and completed her Ph.D in Chemistry at Harvard University under the supervision of Professor Roy Gordon. Dr. Becker is a specialist in inorganic and metal-organic chemistry, ALD system design, precursor synthesis, and thin-film characterization techniques. She has published extensively and holds numerous patents

Ray Ritter, President: Ray has extensive experience managing and growing technology companies. Prior to joining Cambridge NanoTech, Ray was a founder and the vice president of Sales and Marketing at BlueShift Technologies in Andover, MA, a venture-backed startup delivering manufacturing automation products to the semiconductor market. Ray was the principal at Ritter Consulting Group, where he assisted private and publicly-traded corporations in driving product and service revenues through greater brand awareness and targeted sales strategies. Ray has an M.S. from Rensselaer Polytechnic Institute and a B.S. from Rutgers University

Don Farquharson, Acting CFO: Don is the acting Chief Financial Officer at Cambridge NanoTech.  Don has extensive financial and general management experience in both public and privately held companies. During the past five years, Don held positions as Chief Financial Officer and Director of Operations of Service Point USA, Inc. Prior to joining Cambridge NanoTech, Don served as CEO and CFO of Cambridge-Lee Industries, Inc., the US and European metals manufacturing and distribution operations of privately held Industrias Unidas, SA de CV.   Early in his career, Don was a treasury analyst at Digital Equipment and a CPA for Arthur Andersen.   Don has a B.A. in Mathematics from Indiana University and an MBA from The Wharton School, University of Pennsylvania.

Ganesh Sundaram Ph.D, Vice-President of Technology: Ganesh is Vice President of Technology for Cambridge NanoTech.  Prior to joining Cambridge NanoTech, Dr. Sundaram held positions at Veeco Instruments, Schlumberger Technologies, Micrion Corporation and Texas Instruments, ranging from scientific to product management roles. Dr. Sundaram received his Ph.D in Physics from Oxford University, where he specialized in low temperature, high magnetic field physics of low dimensional semiconductors. His industrial experience encompasses processing of Si and compound semiconductors, lithography, particle beam technology, metrology and thin-film applications.

Roger Coutu, Vice-President of Technology: Roger is Vice President of Engineering for Cambridge NanoTech. Roger spent the previous six years consulting with companies in the semiconductor, automotive, materials and vacuum-handling industries. He has extensive experience designing substrate handling and advanced vacuum systems. Prior to starting his own company, Roger held numerous engineering management positions at MKS, Eaton, Millipore, Bruce Technology International and other companies. Roger has a B.S. from the University of Massachusetts, Lowell in Mechanical Engineering.

2 THE BIOGRAPHICAL INFORMATION CONCERNING THE CURRENT MANAGEMENT OF CAMBRIDGE NANOTECH IS INCLUDED FOR INFORMATION PURPOSES ONLY.  ALTHOUGH THIS SALE IS BEING CONDUCTED WITH CAMBRIDGE NANOTECH’S COOPERATION, THIS SALE IS STRICTLY AN ASSET SALE OFFERED BY SVB AS CAMBRIDGE NANOTECH’S SENIOR LENDER PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.  SVB HAS NO ARRANGEMENT PURSUANT TO WHICH BUYER OF THE CAMBRIDGE NANOTECH ASSETS COULD BE ASSURED OF THE FUTURE SERVICES OF ANY CAMBRIDGE NANOTECH OFFICERS OR EMPLOYEES.

The Bidding Process for Interested Buyers

Due Diligence:
Interested and qualified parties will be required to sign a nondisclosure agreement in the form attached hereto as Exhibit A to have access to 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 Cambridge NanoTech 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 SVB or 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 SVB or Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Qualifying to Bid at Auction:
The Cambridge NanoTech Assets will be sold pursuant to a secured party’s public auction sale.  In order to qualify to bid at the public auction sale, interested parties must submit initial bids for the Cambridge NanoTech Assets so that they areactually received by Gerbsman Partners via email to steve@gerbsmanpartners.com no later than Wednesday, December 12, 2012 at 3:00 p.m. Eastern Standard Time (the “Initial Bid Deadline”) with a copy to Riemer and Braunstein LLP, 3 Center Plaza, Boston, MA, 02108. Attention: Donald E. Rothman, Esq. and via email to drothman@riemerlaw.com.

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.  In order to qualify to bid at the public auction sale, all initial bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Silicon Valley Bank). All deposits shall be held in a non-interest bearing account.  Non-successful bidders will have their deposit returned to them within three (3) business days following the completion of the public auction sale. The deposit of the Successful Bidder (as defined below) shall be held by SVB pending the consummation of the sale.

Initial bids should identify those assets being tendered for and in a specific and identifiable way. The attached Cambridge NanoTech fixed asset list (Exhibit “B”) may not be complete.

SVB shall be deemed to be a qualified bidder.

Public Auction Sale:
On Friday December 14, 2012, a public auction sale (the “Auction”) of the Cambridge NanoTech Assets will be conducted among all qualified bidders commencing at 11:00am Eastern Standard Time at the offices of Riemer & Braunstein LLP, 3 Center Plaza, Boston, MA, 02108.  Prior to the start of the Auction, the auctioneer will advise all qualified bidders of what SVB believes to be the highest or otherwise best qualified bid with respect to the sale (the “Stalking Horse Bid”).  Only qualified bidders are eligible to participate in the Auction.  Bidding at the Auction shall begin initially with the Stalking Horse Bid and shall subsequently continue in such minimum increments as the auctioneer determines.

Bidding will continue with respect to the Auction until SVB determines that it has received the highest or otherwise best bid(s) for the Cambridge NanoTech Assets.  After SVB so determines, the auctioneer will close the Auction, subject, however, to SVB’s right to re-open the Auction if necessary.  SVB will then determine and announce which bid has been determined to be the highest or otherwise best bid (the “Successful Bid”) and the holder of the Successful Bid shall be deemed to be the “Successful Bidder”.

SVB reserves the right to (i) determine in its reasonable discretion which bid is the highest or best bid and (ii) reject at any time prior to the execution of a purchase agreement, any offer that SVB in its reasonable discretion deems to be (x) inadequate or insufficient, or (y) contrary to the best interests of SVB.  In determining which bid is a Successful Bid, economic considerations shall not be the sole criterion upon which SVB may base its decision and SVB shall take into account all factors it reasonably believes to be relevant in an exercise of its business judgment.

The Successful Bidder will then be required to immediately execute and deliver a purchase agreement to SVB in the form attached hereto as Exhibit “C” (this will be forwarded at a later date). SVB will require the successful bidder at the public auction sale to close within 7 days after the public auction sale. Any or all of the assets of Cambridge NanoTech will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

SVB reserves the right to (i) extend the deadlines set forth herein and/or adjourn the Auction without further notice, (ii) withdraw portion of the Cambridge NanoTech Assets at any time prior to or during the Auction, to make subsequent attempts to market the same, (iii) reject any or all bids if, in SVB’s reasonable business judgment, no bid is for a fair and adequate price, and (iv) otherwise modify the sale procedures in its reasonable discretion.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cambridge NanoTech Assets shall be the sole responsibility of the Successful Bidder.

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

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

James McHugh
Gerbsman Partners
(978) 239-7296
Jim@mchughco.com

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

Donald Rothman, Esq.
Riemer Braunstein LLP
(617) 880-3556
drothman@riemerlaw.com

Steven R. Gerbsman
Principal
Gerbsman Partners
Phone: 415.456.0628
Fax: 415.459.2278
Cell: 415.505.4991
steve@gerbsmanpartners.com
thegerbs@pacbell.net

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