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Powerful Facebook investors just co-filed a proposal to take down Mark Zuckerberg as chairman

Mark Zuckerberg
Mark Zuckerberg, Facebook’s CEO and chairman.
  • Four powerful institutional Facebook investors have co-filed a shareholder proposal to split Mark Zuckerberg’s dual role as CEO and chairman.
  • The proposal was originally filed by the activist investor Trillium Asset Management and revealed by Business Insider in July, after Facebook’s brutal second-quarter earnings.
  • Scott Stringer, the New York City comptroller, and Joe Torsella, the Pennsylvania state treasurer, are among those lending their support, giving significantly more weight to the governance-change demand.
  • But the chance of the proposal becoming a reality is slim. A similar proposal in 2017 was popular among independent investors but crushed because of Zuckerberg’s voting power.

Four powerful institutional Facebook investors have co-filed a shareholder proposal to take down Mark Zuckerberg as chairman following what they say was his “mishandling” of several scandals this year.

New York City Comptroller Scott Stringer, Illinois State Treasurer Michael Frerichs, Rhode Island State Treasurer Seth Magaziner, and Pennsylvania State Treasurer Joe Torsella are joining forces to pile the pressure on Zuckerberg.

They have put their names to a proposal, originally filed by the activist investor Trillium Asset Management, demanding that Facebook appoint an independent chairman. Business Insider first reported on the proposal in July.

Their support gives the demand significantly more weight, given that they control more than $1 billion in Facebook stock. It also points to an increasing base of support for sweeping governance change at Facebook.

If approved by investors — including Facebook’s management — at its annual shareholder meeting next year, Trillium’s proposal would require the company to appoint an independent chairman, breaking up Zuckerberg’s dual role as CEO and chairman.

A similar plan was put forward last year. Though 51% of independent investors voted in favor of that change, it was crushed as a result of Facebook’s dual-class share structure; Class B shares have 10 times the voting power of Class A shares, and Zuckerberg owns more than 75% of Facebook’s Class B stock.

That means he has more than half of the voting power at Facebook and therefore the ability to swat away investor proposals, making the chance that Trillium’s proposal becomes a reality slim.

A new chairman is essential to helping Facebook out of its ‘mess’

But unrest among investors is growing.

“We need Facebook’s insular boardroom to make a serious commitment to addressing real risks — reputational, regulatory, and the risk to our democracy — that impact the company,” Stringer said in a statement, adding, “An independent board chair is essential to moving Facebook forward from this mess, and to reestablish trust with Americans and investors alike.”

Magaziner said: “Without an independent board chair, the board’s oversight of the company remains inadequate, as evidenced by the recent mishandling of several controversies. Having an independent board chair … is in the best long-term interest of Facebook shareholders.”

Chris Wylie
Christopher Wylie blew the whistle on the Cambridge Analytica crisis.
Neil P. Mockford/Getty Images

Trillium’s proposal cites a series of scandals involving Facebook as the reason for a change, including the use of its platform to meddle in the 2016 US election, as well as the Cambridge Analytica data scandal.

Trillium also mentioned last month’s Facebook data breach, which affected 30 million users, in an email to Business Insider. (You can read Trillium’s proposal in full here.)

Stringer and Frerichs have previously spoken to Business Insider and other news organizations about the need for an overhaul.

Together, the four manage $333.4 billion in state funds, including pensions and college-savings plans.

Stringer oversaw about $895 million worth of Facebook shares, while Frerichs had $35 million invested as of June — before the firm’s stock price cratered following its brutal second-quarter earnings in July. Trillium had $11 million of Facebook stock under its management.

Facebook declined to comment. It has previously said that removing Zuckerberg as chairman would cause “uncertainty, confusion, and inefficiency in board and management function.”

Hackers stole millions of Facebook users’ highly sensitive data — and the FBI has asked it not to say who might be behind it

facebook ceo mark zuckerberg
Facebook CEO Mark Zuckerberg.
AP Photo/Andrew Harnik
  • Facebook says 30 million users were affected by the massive hack it first disclosed two weeks ago.
  • On Friday, the social-networking firm revealed more details about the attack — and said the FBI had asked it not to reveal who might be behind it.
  • Hackers accessed millions of victims’ highly sensitive personal data, including locations, relationship information, recent searches, and birthdates.

Thirty million people have been affected by a massive hack of Facebook, with the attackers gaining access to millions of victims’ highly sensitive personal data.

On Friday, Facebook provided more details about the attack that it first disclosed two weeks ago — and said the FBI had asked it not to discuss who might be behind the attack.

In its update, Facebook said that the company was cooperating with the American law-enforcement agency and that 30 million people were affected, down from its original estimate of 50 million. In the case of 14 million victims, the attackers gained access to a variety of data including locations, contact details, relationship status, and recent searches — highly sensitive data that could be used to facilitate identify theft.

It appears to be the worst hack in Facebook’s 14-year history.

The hackers were able to exploit vulnerabilities in Facebook’s code to get their hands on “access tokens” — essentially digital keys that give them full access to compromised users’ accounts — and then scraped users’ data.

“We’re cooperating with the FBI, which is actively investigating and asked us not to discuss who may be behind this attack,” the Facebook executive Guy Rosen wrote in a blog post.

“We now know that fewer people were impacted than we originally thought. Of the 50 million people whose access tokens we believed were affected, about 30 million actually had their tokens stolen.”

For 14 million victims, the attackers accessed a trove of user highly sensitive data, including gender, relationship status, religion, hometown, current city, birth date, devices used to log in, education, locations checked into, pages followed, recent searches, name, and contact details.

For another 15 million, the hackers accessed less information — only name and contact details.

And for 1 million affected users, the hackers did not access any information.

Users can check whether they were affected, and what information was accessed, by visiting Facebook’s help center.

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Local Roots Farms

Further to Gerbsman Partners Update and sales letter of September 6, 2018 regarding the sale of certain assets of Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries,  I am attaching a “Table of Contents” for the LRF “Due Diligence Room”, “Local Roots Farms Draft Asset Purchase Agreement – APA” and “Wire Transfer Information” for the refundable deposit required for submitting a bid.

Prior to the bid date of October 12, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to LRF, to discuss any questions or comments of a legal nature relating to the transaction.  Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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. 

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Local Roots Farms to solicit interest for the acquisition of all or substantially all of LRF’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Local Roots Farms Assets”).  

Any and all the assets of LRF will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

 

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 Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

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

Local Roots Farms, 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 LRF’s or Gerbsman Partners’ negligence or otherwise.

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

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (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 LRF 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 LRF, 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 neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached LRF fixed asset list may not be complete and Bidders interested in the LRF’s Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

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 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

LRF 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF 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 LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

 3 Strategies for Entrepreneurs to Win VC Investments

3 Strategies for Entrepreneurs to Win VC Investments

Image credit: cnythzl | Getty Images

Amy Shim
Guest Writer
Director of Client Services at Invention Evaluator
7 min read
Opinions expressed by Entrepreneur contributors are their own.

Venture capital (VC) funding in 2017 was the highest it’s been in 10 years, and the momentum has not slowed down. In the first quarter of 2018 alone, VC investments topped $22 billion. The number and size of investment deals also rose correspondingly, with seven companies receiving $500 million+ rounds since the beginning of the year.

Today, raising a significant amount of capital isn’t even surprising anymore. Slack, for instance, just received $427 million in funding, while another San Francisco-based startup called Getaround raised $300 million in Series D funding.

While acquiring capital is still a hurdle for many entrepreneurs, today’s trend seems to be about how much capital investment you actually achieve. In a comprehensive article published by the New York Times, Bill Gurley, a managing partner at Benchmark Capital, said, “If your competitor is going to raise $150 million, and you want to be conservative and only raise $20 million, you’re going to get run over.”

Gurley implies that an entrepreneur looking for VC funding today is at a disadvantage if they don’t pursue an aggressive amount of capital. Before you get to the conversation about how much you need and are asking for, you must first convince potential investors that your product, service or platform is totally unique and worthy of significant capital. The best way to prepare you and your business for the rigorous scrutiny you will be under is to first do the exercise yourself.

Related: Who Would Invest in Your Startup, and Why?

Mega deals are in limited supply.

Venture capitalists will always rationalize their investments before committing to a deal. Many rising star companies have imploded within months of landing significant funding, leaving the founders and their investors with little to show for their partnerships.

Consider the case of Jawbone, which accrued nearly $930 million in investor funding, but rapidly lost market share and was forced to shut down in 2017. Drugstore.com was another spectacular failure, raising $157 million from investors — we’re talking Amazon and Kleiner Perkins Caufield & Byers — before folding. These are only a few examples of startups that collapsed, causing investors to lose hundreds of millions of dollars.

Hindsight is always 20/20, so when a large failure hits, everyone is quick to point out the mistakes that should have been so clearly visible in the first place. Investors are in the difficult business of picking winners, which means you as an entrepreneur are in the difficult place of positioning yourself as a winner and proving why your business deserves millions of dollars to pursue its strategies. Without a stellar team, technology or platform, and business plan to communicate your vision for success, investors will be reluctant to get on board.

Here is a checklist to consider before pitching an idea and seeking your mega deal from investors:

1. Know your market and your competitors.

You have already established the basic bar of a talented and inspired team, a competitive and proprietary technology and a strong business plan. But what’s next? Drill down to the granular level of each of these key components. For example, no business plan is complete without a comprehensive competitive analysis. If incumbents already have similar products or services on the market, you must be able to strongly demonstrate how your innovation or platform is unique and where and how large the opportunity is.

You should deeply understand your competitors’ value propositions and the ability for your innovation to upend them. Moreover, you should also be able to determine whether there is a large enough market for a potentially strong return on a VC’s investment, especially if you are seeking hundreds of millions of dollars.

Related: This Unlikely VC Has Invested $4 Million in Underrepresented Founders 

2. Improve the bottom line.

When reviewing your startup’s business model, you may identify areas in which you are not deploying existing capital effectively. This may be due to inexperience, in which case some simple financial mentorship could help you improve your spend. However, if you are burning money for nonessential goods and services at the expense of product development, marketing and talent acquisition, those misaligned priorities may indicate deeper problems, which will prevent VCs from investing in you. It’s easy to spend someone else’s money and hard to spend your own. Don’t treat investor money like investor money or fall into the trap of easy come easy go. Treat your dollars as if you earned single one and like every outgoing dollar is a necessity.

3. Do your due diligence.

There is always pressure to act quickly. With such limited time, complete due diligence is nearly impossible, but don’t sweat. You can obtain speedy, objective external screenings out there to assess the market potential of your business idea to complement your own internal analysis. Objective opinions can also be obtained to evaluate your proprietary technology. Before investing in your innovation, venture capitalists want reassurance that your idea is unique and an external screening can provide that objective perspective.

Moderna Therapeutics, a Boston startup that develops mRNA-based drugs, raised $625 million in funding, making it the largest Boston-based funding recipient of 2018. Moderna Therapeutics’ novel platform is among a handful of startups venture capitalists are eager to invest in. Starry, a startup located in Boston and New York, is offering wireless equipment that provides internet speeds up to 1 gigabit. This speed is powered by a technology called “millimeter wave band active phased array,” which is the first of its kind. Want to know how much capital this novel idea has attracted already? A whopping $163 million.

If you want to know if your innovation is truly novel, taking time to verify and performing due diligence on it is imperative. There are ways to get help with this and to do it faster. Complementing your internal assessment efforts with an external analysis can really elevate your insights to position your innovation in the best light. At the end of the day, due diligence is rudimentary in finance. Investors will check, check again, and check in to ensure there is progress via completed milestones. Prepare yourself to meet every possible expectation to win the deal you are seeking.

Related: Four Tips on How to Use Intermediaries to Raise Funds 

Discern your way to success.

Most of us don’t do business looking into a glass ball that tells the future, so discerning the quality and quantity of information to inform your strategies as an entrepreneur is critical. Seeking investments is not meant to be easy, especially when you’re seeking mega ones.

Whether you’re pitching to a VC, CVC or individual investors, the ability to discern, distill and effectively communicate all the information about your business  (i.e. the novelty or proprietary quality of your product and its large market potential) can entice investors to support your vision. Helping investors see a clear and objective picture of your startup will only provide confidence in the millions of dollars they could commit and lead you to realize your startup’s big success story.

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Local Roots Farms

Further to Gerbsman Partners Update and sales letter of September 6, 2018 regarding the sale of certain assets of Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries,  I am attaching a “Table of Contents” for the LRF “Due Diligence Room” and “Local Roots Farms Draft Asset Purchase Agreement – APA”

Prior to the bid date of October 12, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to LRF, to discuss any questions or comments of a legal nature relating to the transaction.  Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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. 

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Local Roots Farms to solicit interest for the acquisition of all or substantially all of LRF’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Local Roots Farms Assets”).  

Any and all the assets of LRF will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below

 

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 Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

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

Local Roots Farms, 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 LRF’s or Gerbsman Partners’ negligence or otherwise.

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

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (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 LRF 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 LRF, 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 neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached LRF fixed asset list may not be complete and Bidders interested in the LRF’s Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

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 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

LRF 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF 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 LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

 

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

Dennis Sholl

dennis@gerbsmanpartners.com

 

Kenneth Hardesty

ken@gerbsmanpartners.com

27 great apps you should download first for your new iPhone XS

iPhone XS and XS Max
The iPhone XS and XS Max.
Getty

You’ve managed to get your hands on a new iPhone XS or XS Max, and now you want cool apps to run on it.

The Tech Insider staff picked some of our favorite apps that show off the power of Apple’s new phones.

The list is focused on lesser-known software that we use and love; if you’re looking for the most commonly downloaded apps — think Facebook, Snapchat, Google Maps — Apple publishes a list.

Let’s check them out:   https://www.businessinsider.com/best-ios-apps-and-games-for-iphone-xs-2018-9

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Local Roots Farms

Further to Gerbsman Partners sales letter of September 6, 2018 regarding the sale of certain assets of Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries,  I am attaching a “Table of Contents” for the LRF “Due Diligence Room”.

Prior to the bid date of October 12, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to LRF, to discuss any questions or comments of a legal nature relating to the transaction.  An Asset Purchase Agreement, “APA”, relating the sale of Assets and IP will be distributed next week.   Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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. 

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Local Roots Farms to solicit interest for the acquisition of all or substantially all of LRF’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Local Roots Farms Assets”).  

Any and all the assets of LRF will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

  

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 Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

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

Local Roots Farms, 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 LRF’s or Gerbsman Partners’ negligence or otherwise.

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

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (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 LRF 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 LRF, 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 neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached LRF fixed asset list may not be complete and Bidders interested in the LRF’s Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

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 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

LRF 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF 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 LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

 

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com