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More Entrepreneurs Should Be Eating Magic Mushrooms, This Startup Founder Says by Dylan Love – Business Insider

August 15, 2013 by Steven R. Gerbsman

More Entrepreneurs Should Be Eating Magic Mushrooms, This Startup Founder Says

Mad Hatter Tea Party

Wikipedia

As cofounder of a local-social network startup called Circle, Evan Reas is no stranger to finding novel solutions to unusual problems.

When you find yourself positively stumped by a creative obstacle, there are the conventional methods of attack – dream something up by yourself, or maybe hire a professional to take care of the problem from beginning to end.

And then there are the more unique, off-the-beaten-path approaches.

Like taking magic mushrooms.

“It completely changes how you think,” Reas told us. “About your problems, about yourself, everything. It forced me to ask, ‘Is what I’m doing important?'”

With 4.5 million people using Circle so far, it would certainly seem so. This iOS and Android app aims to be your local network, showing you who and what is nearby. It can sort your friends by their various Facebook networks (high school, college, workplace) and lets you send them messages.

Reas isn’t alone in his endorsement of the psychedelic experience. The list of public figures affected by mushrooms and similar drugs runs long and varied, featuring a set of names that includes literary heavyweight Aldous Huxley, musical icon Jerry Garcia, and even Francis Crick, who discovered the double helix structure of DNA.

We’re not endorsing this approach, of course. Magic mushrooms are illegal in most states.

Circle and its 10 employees have made the app available for free on iOS and on Android.

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Gerbsman Partners – Update to the Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

August 9, 2013 by Steven R. Gerbsman

Update to the Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

Further to Gerbsman Partners e-mail of August 5, 2013 and July, 25, 2013 regarding the sale of Syncapse Corp.’s assets and intellectual property (the “Syncapse Assets”), I attach the draft legal documents, draft fixed asset list and the Receiver’s (defined below) wire transfer information in order to send in your refundable deposit for the Receiver to consider your bid.  Gerbsman Partners – http://gerbsmanpartners.com/ has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com/), to solicit interest for the acquisition of the Syncapse Assets.  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.  I would also encourage all interested parties to have their counsel speak with Harvey Chaiton, of Chaitons LLP, counsel to the Receiver, who can be reached at 416 218 1129 or at harvey@chaitons.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Syncapse Assets. Sealed bids must be submitted so that the bid is actually received by the Receiver no later than August 16, 2013 by 12:00 p.m.Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

1.  All bids must be accompanies by a deposit of 15%, payable to MNP, Ltd, in trust, which is refundable if a potential purchaser is unsuccessful.  The deposit must be in US dollars and wired to the Receiver’s account in advance or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Bank Name:  TD Canada Trust

SWIFT address for TD: TDOMCATTTOR
Correspondent bank is Bank of America, NY, NY
SWIFT address for Bank of America: BOFAUS3NXXX
Fedwire ABA # 026009593
Address: 100 33rd Street West, New York, NY  10001

US dollar account:

Account name: MNP Ltd.
IBAN (institution #) 004, transit #10852, account # 7328451
Branch address: 100 – 220 Commerce Valley Dr. West, Markham ON  L3T 0A8

2.  The winning bidder’s offer with be for “Cash”, payable in US dollars either by wire transfer or certified cheque, money order or bank draft drawn on a Canadian bank.

3.  If any potential interested party is interested in the Toronto Syncapse office space, please let me know as soon as possible.

4.  After a successful bidder is identified for the sale of the intellectual property, the Receiver may consider selling the balance of the uncollected accounts receivable at that time.  Please do not include amounts for the purchase of accounts receivable in your bid.

 5.  Please specify all assets and intellectual property that you will be bidding on.  Assets and intellectual property may include the Syncapse platform, source code, historical financial information, customer agreements (may or may not be assignable), trademarks, brand, patent, marketing and strategy information, India operation and/or other designated assets.

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 required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain 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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.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.  All bids must be accompanied by a refundable deposit in the amount of 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse Assets 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Posted in "Date Certain M&A Process", Digital Marketing, Distressed Intellectual Property, Distressed IP, Gerbsman Partners, Inetellectual Property, Intellectual capital, Syncapse, Technology | Tagged , , , | Leave a Comment »

Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property – Date Certain M&A Gerbsman Partners

August 5, 2013 by Steven R. Gerbsman

Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

Further to Gerbsman Partners e-mail of July, 25, 2013 regarding the sale of Syncapse Corp.’s assets and intellectual property (the “Syncapse Assets”), I attach the draft legal documents and refundable deposit wire transfer information that we will be requiring of bidders for the Syncapse Assets.  Gerbsman Partners – http://gerbsmanpartners.com/ has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com/), to solicit interest for the acquisition of the Syncapse Assets.  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.  I would also encourage all interested parties to have their counsel speak with Harvey Chaiton, counsel to the Receiver

For additional information please contact Harvey Chaiton of Chaitons LLP, counsel to the Receiver.  He can be reached at 416-218-1129 and/or at harvey@chaitons.com.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Syncapse Assets. Sealed bids must be submitted so that the bid is actually received by the Receiver no later than August 16, 2013 by 12:00 p.m.Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

Wire Transfer information for refundable deposit required to Bid – 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Bank Name:  TD Canada Trust

SWIFT address for TD: TDOMCATTTOR
Correspondent bank is Bank of America, NY, NY
SWIFT address for Bank of America: BOFAUS3NXXX
Fedwire ABA # 026009593
Address: 100 33rd Street West, New York, NY  10001

US dollar account:
Account name: MNP Ltd.
IBAN (institution #) 004, transit #10852, account # 7328451
Branch address: 100 – 220 Commerce Valley Dr. West, Markham ON  L3T 0A8

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 required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain 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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.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.  All bids must be accompanied by a refundable deposit in the amount of 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse Assets 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.

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Sending my soldier son off to Afghanistan By Jon Scott Published July 26, 2013 FoxNews.com

July 28, 2013 by Steven R. Gerbsman

May God Bless and Protect you and those “who walk the line” and “serve for their country”.  For all the Fathers and Mothers who son or daughter goes off to war — with respect and gratitude Steve Gerbsman

Author’s note: This account is not to suggest that my son is any more interesting or important than any of the other soldiers, sailors, airmen and Marines who’ve answered the call to serve their country in the Afghan war.  It is simply a father’s first-person account, nothing more.

It’s a beautiful blue-sky day in Eastern Kansas. Storms rolled through the previous night to wring the humidity out of the air.

I’m sitting with my oldest son at his favorite breakfast place, just outside Ft. Riley, home of the Big Red One–the 1st Infantry Division.

We’re drinking coffee and idly perusing the menu while we wait for his buddies to join us. I’m not even aware of the Bob Marley song playing on the overhead speakers until he says matter-of-factly, “I love reggae!  Makes me feel like I’m going to the beach today and not to war.”

 I ask point-blank how he’s feeling.  “I’m excited,” he answers.  “A little nervous, but mostly excited.”

I take a big swig of coffee.  Maybe it’ll wash down that lump I suddenly found in my throat.

His two buddies arrive; there’s laughter, joking.  They’ve both seen this day before; both have deployed, either to Iraq or Afghanistan. One is going back on the same flight as my son. But for 1st Lt. Joshua Scott, and for me, this is all brand-new: his first combat deployment.

I think about that time eight, maybe nine years ago when the memories of 9/11 still burned hot and the war in Iraq was young.

Josh announced that the only school he wanted to attend was West Point.

His mother wasn’t keen on the idea of her son becoming a warrior. I remember telling her, “Don’t worry.  Iraq will be over by the time he graduates.”

I was right.  But I never expected the war that began the month after 9/11 would still be roiling a dozen years later, that what seemed at first like the relatively low-intensity Afghan conflict would still pull U.S. forces into what has become America’s longest war.  Now my son, my soldier, is going over to help fight it.

We drive toward the baggage drop. Six years ago, it was a bright July day much like this one  when we dropped him off at West Point to begin training to become an Army officer.

Somehow that day was tougher for me; now I’m fishing around inside my head and my heart for the reason why.

Back then we were only delivering an 18-year-old to begin basic training at the nation’s oldest military academy; we knew we’d see him again in a matter of weeks. This deployment is scheduled to last nine months. Why was West Point’s R-Day so much tougher for me to take?

Maybe it’s because I’ve seen what a West Point education has done for him in those six years, what kind of man he’s become.

Back then, the father-son wrestling matches that occasionally broke out in our kitchen could usually end in a draw.

These days, after his four years on the Army’s Sprint Football team and participation in West Point’s P-T (physical training) regimen, he could easily whip his old man in any contest.

It’s more than his bulked-up physique, however. I see how he’s matured, how he handles the myriad of responsibilities of an officer, how calm and unfazed he seems in stressful situations. The critical thinking and leadership skills developed at West Point are on daily display. This isn’t the kid we dropped off six years ago.

We arrive at a parking lot where some unseen giant has plopped four truck-sized steel boxes, shipping containers, one for each company deploying today. The clothing and personal gear that will sustain these soldiers for the next nine months, so laboriously packed into duffels, now gets stacked into these colossal steel caves. Soon the giant will return to stuff them into the belly of an Air Force cargo plane bound, like the soldiers, for Afghanistan.

Now we’re driving again, heading toward the site of the sendoff ceremony.  I ask point-blank how he’s feeling.  “I’m excited,” he answers. “A little nervous, but mostly excited.”

We enter the cavernous helicopter hangar where the deployment ceremony will take place. Tables are piled high with food but nobody seems to be eating much.

My assessment is that two moods prevail here; the soldiers seem relaxed, maybe stoked–there are hearty hugs and high fives.

Nothing that I see among them resembles anything close to dread. But for the families, the mood seems somber, even sorrowful.  I see a few tears, long lingering kisses and hugs that have no end.

The soldiers with families squeeze in their final few pre-deployment minutes with spouses and children.  These are the scenes that truly make my heart ache.

The kids, most of them too young to truly comprehend what’s going on, spending precious seconds in the arms of Dad or Mom. It will be nine months, God willing, before they see each other again. For many of these kids that’s a lifetime or more.

The Army’s myriad rules and regulations bring some unintended levity to the day. At one point Josh reaches in his pocket and realizes he’s still carrying his multitool, complete with 3-inch blade.

He wonders whether he should take it on the plane.  “I think we’re not supposed to.  Then again, we’re going to be issued our weapons and we’re bringing them onboard…so what difference does it make?” He grins.

Sure enough, we make our way to a back room of the hangar where dutiful soldiers with clipboards and checklists stand ready to dole out a soldier’s most basic tool: his weapon.

My son’s face lights up when he sees his name taped on an M-4 automatic; until this moment, he wasn’t sure that’s what he’d be getting.

“They’re so much lighter than the M-16,” he says with relief.  It’s also far bigger and way more lethal than his multitool.  I hope he never has to use it.  If he has to use it, I hope it works.

Now we’re back in the main hangar. Some soldier hooked up her laptop to provide the music, an eclectic mix of country, acid rock and pop. At the moment, Miley Cyrus is gleefully squealing:
“…So I put my hands up, they’re playin’ my song, the butterflies fly away…”

No, Miley, the butterflies in my stomach haven’t gone anywhere.  I think  this entire cavernous hangar is filled with them.

A gentleman comes up, introduces himself, shakes my hand. His daughter is an Apache helicopter pilot who graduated West Point the year before my son. She’s going over and yes, this is her first deployment too.

He thanks me for mentioning my son’s story as I do from time to time on Fox News’ “Happening Now.”  “People need to remember,” he says, “we still have a war going on over there and this country’s kids are fighting it!”

Then the music breaks for an announcement: Ten minutes until the ceremony. Ten minutes to say your goodbyes.

I’ve anticipated this moment for days, weeks now. I’ve had all kinds of time to ponder the words I want to speak.  I want it to be something brilliant, meaningful, inspirational–Neil Armstrong meets George Patton. But words fail me.

I tell him all the things he already knows, that I love him, I’m proud of him, we’ll all be praying for him, stay safe. The last two seem so pointless.

He’s going to a war zone. Do I honestly think he’s not going to be doing everything he can every second of the day to do that? It’s not like he’ll hang one of those OSHA signs on the tent door, “Warning: Taliban outside! Remain alert!”  I almost wish I hadn’t been so trite.

The ceremony itself is mercifully brief. The soldiers gather in tight formation under a gigantic Stars and Stripes.  The chaplain offers a prayer; a commander says a few more words.

Then the order bellows throughout the hangar:  “RIGHT FACE!  FORWARD MARCH!”

Four hundred men and women step smartly toward the aircraft doors and off to a war they tell us is ending.  Dear God, bring each of them home!

Applause erupts from those left behind as they step into the July day.  The sun beams down on the soldiers while a father is beaming at his son.

Jon Scott serves as co-anchor for Fox News Channel’s “Happening Now.” Scott joined FOX News Network in October of 1996, two months prior to its launch.

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Gerbsman Partners – Date Certain “Sale of Syncapse Corp. its Assets and Intellectual Property”

July 25, 2013 by Steven R. Gerbsman

SALE of Syncapse Corp, its Assets & Intellectual Property
Gerbsman Partners – http://gerbsmanpartners.com – has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com), to solicit interest for the acquisition of  Syncapse’s intellectual property (the “Syncapse Assets”).

Headquartered in Toronto, Canada and with offices in New York City, London and India, Syncapse is a provider of technology-enabled social performance management services for global, enterprise clients with multiple B2C brands.

In July 2012, the Company acquired the assets of Clickable, Inc., as well as its India subsidiary (together, “Clickable”), a leading search and social media ad tech company, with approximately $32 million raised. This added a deep expertise in digital paid advertising, and a skilled, cost-effective R&D and support team based in Gurgaon, India.

Syncapse derives revenue from 3 related lines of business: SaaS subscriptions, Ads and media solutions, and consulting services.

____________________________

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the Syncapse Assets has been supplied by Syncapse. It has not been independently investigated or verified by the Receiver, Gerbsman Partners, their agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by the Reciever, Syncapse or 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.

The Receiver, Syncapse and Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, completeness and reasonableness of any information provided in connection herewith and (ii) do not accept liability for the information provided in connection herewith, including information contained in this memorandum, whether that liability arises by reasons of the Receiver’s, Syncapse’s or Gerbsman Partners’ negligence or otherwise, except liability that arises by reason of the Receiver’s gross negligence or willful misconduct.

Any sale of the Syncapse 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 the Receiver, Syncapse and Gerbsman Partners. Without limiting the generality of the foregoing, the Receiver, Syncapse and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Syncapse 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.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of Syncapse since such date.  Neither the Receiver, Syncapse or Gerbsman Partners, or their respective staff, agents and attorneys, undertakes any obligation to update any information contained herein.

This memorandum contains confidential information and is not to be supplied to any person without the Receiver’s 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

Syncapse provided technology-enabled social performance management solutions for global, enterprise clients with large brand portfolios. The Company operationalized and scaled social media efforts through its cloud-based, Syncapse Platform, a unified suite of on-demand tools and applications. Key elements of Syncapse’s Platform include: publishing & collaboration, social & search ad management technology, the SocialSYNC™ data management store, and the extensible and customizable Syncapse Analytics Suite. Leveraging this proprietary technology, the Company also offered a robust set of consulting and data services designed to meet the complex requirements required by global brands. Together, Syncapse’s capabilities enabled clients to build brand health and drive incremental reach, frequency, and effectiveness with minimal marketing investment, while delivering a consistent, coordinated customer experience across multiple social media outlets.

Syncapse offered enterprise brands a fully integrated, SaaS-based, social performance management solution which combines paid, earned, and owned media. Syncapse’s comprehensive, unified platform enabled marketers to manage campaigns across all brands, geographies, and social media channels, and is the best solution to bridge the gap between marketing and IT requirements. Syncapse powered the world’s largest multinational corporations including Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and L’Oreal Canada Inc..

Syncapse was headquartered in Toronto, Canada with an R&D and support center in Gurgaon, India, and offices in New York and London.

Target Market:
Syncapse was positioned to benefit from accelerating growth in marketing technology budgets and the continuing migration of the social conversation to the C-suite. With the explosive adoption of social platforms like Facebook, Twitter, YouTube, and LinkedIn, social media has become one of the fastest growing segments of digital marketing today, with estimated market size expected to reach $16Bn by 2016[1]. According to Altimeter Group, Global corporations are struggling to manage an average of 178 business-related social media accounts, along with a host of potential legal, compliance, and brand perception risks. Further, use of social media has transformed from simple marketing tactics to sophisticated enterprise-wide strategic initiatives, creating IT challenges involving data, analytics, content management, security, and consumer privacy protection. As a result, global brands are accelerating growth of marketing technology budgets.

Recurring revenue model:
Syncapse generated revenue from three revenue streams: recurring subscription-based software licenses, support and consulting services, a large percentage of which was typically retained and recurring and media and advertising (self-serve and managed).

Customers:
Syncapse’s strong customer base included blue-chip customers such as Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and  L’Oreal Canada Inc., among others.

In addition to its enterprise customer base, the company had approximately 100 small and medium business clients that use Syncapse Ads, either on a self-serve or managed services basis.

Proprietary, scalable technology platform that leverages the Company’s industry-leading analytics capabilities.
Syncapse had pursued a client-centric approach to build technology and infrastructure that accepts third-party data integration, created meaningful data visualization and analytics, and enabled efficient, collaborative, global publishing. Following the acquisition of Clickable in July 2012, the Syncapse platform functioned across paid, owned, and earned media – mission-critical in today’s social media marketplace. New platform enhancements also helped global marketers aggregate, normalize, and optimize social data and insights across media channels, brands, and markets. Syncapse had 3 out of 4 Facebook Preferred Marketing Developer badges, and submitted for the 4th, which will put the Company in the elite position of being one of two developers with all four (joining Adobe).

Intellectual Property
Syncapse generated a substantial body of intellectual property in the form of production software (source code, testing tools, APIs), trademarks, and know-how, including familiarity with all relevant social media platform APIs. Details of the Company’s IP (patent filings, trademarks and software) are set out in Appendix B.

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.  (historical financial data to be supplied upon request for a sales letter by qualified interested partie

The reasons why Syncapse’s assets are attractive are:

Syncapse has historically experienced strong, underlying growth and has been the leader in the field of social media technology and services for the past 5 years. However, recent working capital constraints and an overly leveraged balance sheet have created the opportunity for the sale of the Syncapse Assets.  The acquisition of the Syncapse Assets can enable the purchaser to realize significant short and long term value from exploitation of the subject intellectual property.
·       Enterprise-Class Technology – Syncapse’s products were developed with direct input from some of the world’s largest marketers, including The Coca-Cola Company (Syncapse Platform), Alticor Inc. (Amway) (Syncapse Franchise edition) and Anheuser-Busch InBev (Syncapse dashboard and analytics), and were running in production for these clients and more.

·       Low-cost, highly skilled R&D organization – Syncapse’s R&D and support, were centered in Gurgaon, India, which is a rapidly growing high-tech suburb of New Delhi. Previously with approximately 80 employees, and an average annual salary cost of $27,000, Syncapse India was a cost-effective, scalable R&D and support centre. The team averaged 4.6 years of work experience, 28 years of age, 2 years of tenure with the company, with >50% of the product development team graduating from Tier 1 schools in India.

·       R&D Investment: Syncapse invested over $25 million in R&D, with Clickable having invested approximately a further $11 million in R&D prior to its acquisition by Syncapse. This combined R&D investment, of approximately $36 million, resulted in mature, production SaaS platforms, tools and test suites that were the result of hundreds of man-years of software development.

·       Robust Growth: Syncapse’s revenue was historically heavily concentrated with RIM/Blackberry, which accounted for as much as 89% of the company’s revenue in 2009, but <10% in FY2013. As RIM reduced its marketing spending, due to its own market challenges, Syncapse had to backfill the decline in RIM revenue with other enterprise clients. While top-line revenue growth appears flat and net income performance has been volatile, the Company had underlying, year-over-year growth, ex-RIM, with the addition of major enterprise clients during periods of significant investment in product development.

·       Attractive Industry – Digital advertising and marketing, and social media in particular, is growing at a rapid rate, as companies continue to shift marketing budgets away from traditional media to new, consumer-direct relationships. With the explosive adoption of social platforms like Facebook, Twitter, YouTube, and LinkedIn, social media has become one of the fastest growing segments of digital marketing today, with estimated market size expected to reach $16Bn by 2016[2]. According to Altimeter Group, Global corporations are struggling to manage an average of 178 business-related social media accounts, along with a host of potential legal, compliance, and brand perception risks. Further, use of social media has transformed from simple marketing tactics to sophisticated enterprise-wide strategic initiatives, creating IT challenges involving data, analytics, content management, security, and consumer privacy protection. As a result, global brands are accelerating growth of marketing technology budgets.

·       Diversified Base of Customers – Syncapse’s customer base is comprised of some of the world’s largest B2C brand marketers across a range of industries. The list includes: Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and L’Oreal Canada Inc., among others,

·       Excellent Relationships – Syncapse’s strength was predicated on strong relationships within and outside the social media industry. Syncapse achieved 3 out of 4 Facebook Preferred Marketing Developer certifications (only one company, Adobe, has achieved all 4), and had senior level relationships across Facebook, Twitter, LinkedIn, Google, and other major players in the social media space.

·       Opportunity for Future Growth  – Opportunities for growth can be realized by fully exploiting the global nature of the client contracts that are in place (Master Services Agreements, SaaS Platform Licensing Agreements) by taking advantage of the existing client base, and selling into local and regional client groups and new business development of the SaaS applications running in production.

·       Market Position: Syncapse was a significant enterprise-focused, social media company in a group that included Adobe, Oracle and Salesforce, each of which had added similar capabilities via acquisition. While Syncapse was not the biggest of the group, it had the advantage of being one of the first entrants into this early-stage market, and an exceptionally strong reputation for providing a combination of social media and data solutions to global enterprise clients.

·       Corporate Agreements in Place: The Company’s Master Services Agreements and/or SaaS License Agreements are in place with the following companies: Anheuser-Busch InBev; Alticor (Amway); Diageo PLC; Goodyear Dunlop Tires Operations S.A.; Johnson & Johnson Limited; JP Morgan Chase Bank; L’Oreal Canada Inc.; Reckitts Benckiser Corporate Services Limited; The Coca-Cola Company, and several smaller entities.

[1] Forrester Group

[2] Forrester Group

The Bidding Process for Interested Buyers
Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain 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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.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.  All bids must be accompanied by a refundable deposit in the amount of 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
 
The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
 
The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse Assets 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.
 
Management Team at Syncapse (for information purposes only):
 
Michael Scissons, Founder & CEO
Serial entrepreneur, tech enthusiast and social media veteran, Michael is the chairman, founder and CEO of Syncapse. Since its launch in 2007, Syncapse has been firmly rooted in Michael’s passion for developing innovative and accessible technology. It is these beliefs that have enabled Michael to grow Syncapse internationally—spanning the US, Canada, Europe and India—and to serve the world’s largest global brands. An avid writer and sought after industry pundit, Michael regularly contributes to many industry-leading sources including Bloomberg West, Advertising Age and Fast Company.

In 2010, Michael was awarded Ernst & Young’s prestigious Emerging Entrepreneur of the Year award. Before Syncapse, Michael led Facebook media sales in Canada as Director of Facebook Media within the Interpublic network. He worked with pioneering brands to integrate their marketing into Facebook starting in early 2006. Michael graduated from the University of Saskatchewan, where he debuted businesses based on concepts he’d developed since the tender age of six.

Sarah Johnson, SVP Brand Partnerships and Managing Director
Sarah is a member of the Executive Team and leads the Client Solutions consulting group. She has worked on the client and consulting areas of the business, having started her career in marketing at Microsoft and Wyeth Consumer Healthcare, followed by a shift to consulting for a technical marketing firm. Sarah has been with Syncapse from the beginning, supporting   our major clients’ successful growth in social media. Sarah is well versed in the challenges associated with social media management, ranging from gaining internal buy-in to setting a coordinated enterprise strategy with regional flexibility and ultimately understanding what drives success. Sarah is based in Toronto. Outside of the office, she loves to travel the globe in search of new adventures.

Sundeep Sahi, SVP Engineering and Managing Director (India)
Sundeep comes to Syncapse from Clickable with extensive software development and management experience, bringing expertise in the Internet, security and distributed technologies. He has held management and technical   roles in large companies like Microsoft and Aditi, and start-ups like Talisma and eLiveBooks.

Prior to his time at Clickable, Sundeep worked at Microsoft on a variety of products including Biztalk Server and Distributed Application Server; he was responsible for services design and architecture.
Sundeep has a Bachelor of Technology degree, with Honors in Electrical Engineering, from Kurukshetra University, India.

Fred Rolff, CFO
As CFO, Fred is responsible for managing Syncapse’s growing financial, legal, IT and administration infrastructure, maximizing revenue growth across all markets. Fred’s previous roles include Vice President of Finance at Tremor Media, Vice President and Controller at The Knot, and CFO at both MeMedia Inc. and Sentigen Holding Corp. He also served as Director, Financial Strategy for Rare Medium Group and Supervising Senior Accountant at KPMG, giving him a unique array of finance, accounting, and operating experience.

Applying the wealth of knowledge he has accumulated over the years, Fred ensures that we maximize our investment in the Syncapse product to maintain its world-class quality. Fred holds a Bachelor of Science degree in Accounting from Villanova University and an MBA in Finance from Fordham University.

For additional information

Steven R. Gerbsman – steve@gerbsmanpartners.com

Kenneth Hardesty – ken@gerbsmanpartners.com

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