Further to Gerbsman Partners e-mail of July 10, 2012 regarding the sale of certain assets of LumaTherm, Inc., I attach the draft legal documents that we will be requesting of bidders for certain assets of LumaTherm, 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 LumaTherm, 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 LumaTherm, Inc.
For additional information please contact Stephan O’Neill, Esq., of Murray & Murray counsel to LumaTherm, 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 LumaTherm Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, August 23, 2012 at 5:00pm Central Daylight Time (the “Bid Deadline”) at LumaTherm, Inc.’s office, located at 12600 Northborough Drive, Suite 220, Houston, TX 77067. 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 Confidential Disclosure Agreement (attached hereto as Appendix B) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the LumaTherm, Inc. 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, ortheir 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 LumaTherm, Inc. assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, August 23, 2012 at 5:00pm Central Daylight Time (the “Bid Deadline”) at LumaTherm, Inc.’s office, located at 12600 Northborough Drive, Suite 220, Houston, TX 77067. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way. In particular, please identify separately certain equipment or other fixed assets. The attached LumaTherm, Inc. fixed asset list may not be complete and bidders interested in the LumaTherm, Inc. equipment must submit a separate bid for such assets.
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. All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to LumaTherm, Inc.). The deposit should be wired to LumaTherm, Inc.’s attorneys Murray & Murray, A Professional Corporation. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by LumaTherm’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
LumaTherm, Inc. 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 and best bid submitted will be chosen as the winning bidder andbidders may not have the opportunity to improve their bids after submission.
LumaTherm Inc. will require the successful bidder to close within a 7 day period. Any or all of the assets of LumaTherm, Inc. 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 LumaTherm, Inc. assets shall be the sole responsibility of the successful bidder and shall be paid to LumaTherm, Inc. 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
Kenneth Hardesty
Gerbsman Partners
(408)591-7528
ken@gerbsmanpartners.com
Philip Taub
Gerbsman Partners/Foundation Ventures
(917) 650-5958
phil@gerbsmanpartners.com ptaub@foundationventures.com
Stephen O’Neill, Esq.
Murray & Murray
(408) 907-9200
soneill@murraylaw.com
