Good afternoon.  

With the current economic condition under pressure from interest rates, inflation and limited cash availability from equity and debt sponsors, the Gerbsman Partners team is now available for a complementary review and assessment of your challenged portfolio companies.  We can discuss the control, preservation and forecasting of CASH, options for maximizing value of assets and intellectual property and leadership stabilization issues.  

By background, Gerbsman Partners represents companies, the Board, equity and/or senior lenders of underperforming/distressed technology, life sciences and medical device companies with the objective of maximizing enterprise value of their assets and IP, as well as terminating/restructuring prohibitive real estate leases, senior and junior debt and creditor issues.  Gerbsman Partners also assists emerging growth companies access the capital markets and leverage their Intellectual Property in licensing opportunities throughout the world.

Please see the presentation below that I gave at Stanford University –  “Early Warning Signs” and “Maximizing Value” for under-performing/distressed venture and senior lender backed Intellectual Property companies”.

This presentation will be used in the Stanford Engineering and Business Schools via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Devlopment )  through this link .

Highlighted below is a partial list of companies Gerbsman Partners assisted in maximizing and monetizing value.  To date, Gerbsman Partners has been involved in maximizing value in 116 intellectual property based companies and has terminated/restructured over $ 810 million of prohibitive real estate leases and creditor issues.  

My best, and the Gerbsman Partners team looks forward to earning the right to assist you and your portfolio companies.

Steve 

San Francisco July, 2022

Gerbsman Partners – Maximizing Enterprise Value

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 116 technology, medical device, life science, solar, fuel cell, cyber security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.

Technology – IP

Software

• Emergent Game Technologies, Inc. – Licensed and supported 3D/game software.
• Capital Thinking – Enterprise Risk Management (ERM) platform, a credit and risk management software solution for the financial services industry.
• Cesura – Web and on demand business software.
• Conformia Software Inc. – Software solutions for highly regulated process industries – Life Science.
• deNovis – Enterprise softwa re for government health and health insurance industry.
• Aperion Inc. – Software.
• Gentiae Inc. – Real-time fully automated processing of cardiac safety input and core lab operations. The system offers a comprehensive, real time web portal for sponsor and site access.
• Banquet – Interactive sports entertainment.
• ID Engines Inc. – Role-based access control (RBAC) across enterprise networks.
• InDplay Inc. – Online, B2B video content distribution (monetization) platform, deployed on enterprise-quality software components, served in the SaaS (software-as-a-service) model.
• Metreo Inc. – Pricing software for manufacturers and distributors.
• Neohapsis Inc. – IT management services platform. Zone4Play – Interactive game technology.
• Roots Web, Inc. – Geneology software.
• StreamSearch, Inc. – Multimedia aggregator that has created a unique solution for indexing, locating, promoting, and distributing rich media on the Internet.
• Technion University – Technology patents
• Teranode Corporation – Business intelligence and lab automation solutions for the Life Science market.
• USA Democracy, Inc. – Direct, verifiable, credible communications between elected representatives and their constituents through its non-partisan legislative-based website.
• Utility.com, Inc. – Multi-utility eCommerce/eCRM technology, Web-based energy management technology.
• Vcommerce, Inc. – Developed, deployed, and operated fully integrated, end-to-end supply chain execution systems and direct fulfillment infrastructure.
• Intelectron, Inc. – Commercial lighting technology.
• Skunk Technologies – Java based software
• Bell & Howell – Information Intellectual Property/Patents

Food and Beverage Industry

• Vigilistics, Inc. – Manufacturing analytic software

Telecom

• Dialpad, Inc. – Web-to-phone service.
• Simpler Networks, Inc./Hercules Technology Growth Capital – Telco software – a matrix switch platform that sits within the Telco’s central office (CO) or street cabinets. Developed to allow for universal access to any service, the system’s protocol-transparent design allows it to be placed in front of any existing or future access gear that delivers services over the local loop

Storage

• Cornice Inc. – Storage and flash controllers.
• PhaseMetrics Inc. – Storage systems manufacturer.
• Plasmon, Inc. – Data archival storage technology

Networking/Optical Networking

• CipherMax, Inc. – Storage networking.
• Private Networks, Inc. – Broadband multicast delivery system utilizing digital satellite technology. The technology has universal applicability to many industries for distribution of high-band data and video.
• Teak Technologies Inc. – Internet switching and gateway networking products.
• Zeus Communications, Inc. – Hardware architecture of 10 Gbps IPSec VPN and firewall in a single board.
• Optivia, Inc & Hercules Technology Growth Capital – Optical transport systems.
• Princeton Lightwave, Inc. – Optical networking technology
• T-Networks, Inc. – Optical networking components.
• Transparent Networks, Inc. – Wavelength Selective Switch, a high performance large scale Photonic cross-connect functional prototype, detailed design and simulation validation of a Light Path Exchange with integrated DWDM, an HDTV display mirror array high level design and simulation, proprietary and unique MEMS design and validation engineering tools.
• Network Photonics, Inc.
• Cambridge NanoTech, Inc. – Materials Science company that developed high Performance turnkey equipment for Atomic Layer Deposition (“ALD”).

Mobile

• eBiz mobility – Mobile business payment
• YPS Software – ASP and software vendor for the PC and mobile phone industries, Mobile Entertainment Centre.
• Teleflip – Mobile messaging.

Media/Advertising/Internet

• Active Response Group Inc. – On line marketing company.
• Akimbo Inc. – Monitizing on line media.
• Competition Accessories, Inc. – Online direct marketing.
• Gallery Player Inc. – Provider and distributor of high-value, rights managed high definition imagery for high definition televisions.
• MeMedia Inc. – Online advertising solutions provider and ad network that delivers contextually and behaviorally targeted advertisements across a multi-modal network of websites and desktop applications.
• MyWire Inc. – Paid content and advertising.
• NebuAd, Inc. – Online advertising model. Next-generation digital media technology and solutions.
• Syncapse, Inc. – Provider of technology-enabled social performance management services for global enterprise clients with multiple B2C brands.
• Optify, Inc. – Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

     •  TrueFacet, Inc. – Online business model for selling certified pre-owned marketplace for jewelry and watches

Holographic & Biometric Technology – Laser Manufacturer

• Aprilis, Inc./Dow Corning – Holographic Data Storage Drives and Biometric Security
• Raydiance, Inc. – Manufacturer of precision solutions laser technology

Security

• NeoScale Inc. – Storage encryption and key management solution for organizations securing information stored on tape and disk media.
• Oviso Inc. – Semi conductor manufacturing equipment.
• SciCortex, Inc. – Manufacturer of high performance computers.

Medical Device

Cardiovascular, Vascular, Endoscopy, Breast Imaging

• Cardiomind Inc. – Stent delivery platform.

       •   Dune Medical Devices, Ltd. –  US and Israel company.  Medical devices that differentiate and characterize tissue for the purpose of identifying normal versus malignant tissue in real-time.

• OmniSonics Medical Technologies Inc. – Vascular disease IP.
• InnerPulse Inc. – Cardiac rhythm management (CRM) medical device company.
• Myocor Inc. – Developing innovative cardiac reshaping devices to treat functional mitral regurgitation (FMR) and left ventricular (LV) dysfunction, both of which are significant in the progression of congestive heart failure (CHF).
• NDO Surgical, Inc. – Flexible endoscopy technologies that enable surgical procedures through the body’s natural openings.
• Viacor Inc. – Cardiac implant device for the treatment of functional mitral regurgitation.
• XTENT Inc. – Customizable drug eluting stent systems for the treatment of cardiovascular disease.
• GluMetrics, Inc. – Glucose monitoring medical device company
• NeoGraft Technologies, Inc. – Acquired Vascular Patents from Kips Bay Medical
• Palmaz Scientific, Inc. – Medical technology company
• InterValve, Inc. – Medical devices for structural heart market
• Gamma Medica – first fully digital, dual headed Molecular Breast Imaging (“MBI”) system
• AirXpanders, Inc – medical device used in two-stage breast reconstruction procedures following mastectomy

Spine

• Applied Spine Technologies Inc. – Screw based dynamic stabilization system validated with Class 1 clinical data
• AxioMed Spine, Corp. – Developed Freedom technology, with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine.

Respiratory

• Emphasis Medical Inc. – Endobronchial valves for the treatment of heterogeneous emphysema.
• Uptake Medical, Inc. –  developing innovative, therapeutic bronchoscopic devices to treat advanced heterogeneous emphysema and lung cancer.

Orthopedics

• NovaLign Orthopedic Inc. – Long bone fracture, intramedullary nail technology.

Opthomology

• Optobionics – Retinal degeneration.
• Refractec, Inc. – Radiofrequency (RF) device called ViewPoint CK System, used to perform NearVisionSM CK (Conductive Keratoplasty) treatment

Obesity

• Satiety Inc. – Obesity product

Osteoperosis

     •   Tarsa Therapeutics –   Oral formulation contains recombinant salmon calcitonin – treatment pf postmenopausal osteoporosis

Life Science

• Pluristem, Inc. – Stem cell research – Israel company
• Igenica Biotherapeutics, Inc.. – harnessing the natural tumor microenvironment to deliver a pipeline of high-impact antibody-based cancer therapeutics
• Pegasus Biologics Inc. – Developed and is commercializing a revolutionary bioscaffold comprised of highly organized collagen, sourced from equine pericardium that encourages the healing process by addressing the demands of a challenging biological environment.
• Radiant Medical, Inc. – Endovascular therapeutic cooling.
• Valentis, Inc. – Biotechnology company with small molecule, antibody, protein, gene and manufacturing assets.

       •    Ravenna Pharmaceuticals – Cancer drugs

       •    Velicept, Inc. –  OAB drugs

• Relypsa, Inc. – Acquisition of BioPharmaceutical Patents and Intellectual Property

•   Adynxx, Inc. – The Company is focused on development of non-opioid therapeutics for the treatment of pain and inflammatory diseases.

       •   Ohana Biosciences  -Developer of molecular techniques designed to create a novel category of fertility treatment.

Energy – Solar & Fuel Cell

• Nanosolar
• AQT Solar
• SVTC Solar
• Clear Edge Power, LLC – sold to Doosan in Korea

Consumer – Retail

      •  Bambeco, Inc. – manufacturer and distributer of sustainable and socially responsible home décor and furnishings in the United States

      •   Site for Sore Eyes – retail eyewear chain – sold to Cohen’s Fashion Optical 

      •   Solar Planet –retail sun tanning chain   

Hotel/Resorts

• Divi Hotels & Resorts – stabilized and restructured through a Chapter 11

Other     

      •     The NanoSteel Company –  steel based coatings based on research at the Dept of Energy

The Advantages of a “Date-Certain M&A Process” over an “Assignment for the Benefit of Creditors – ABC” 

Apart from a formal bankruptcy (Chapter 7 or 11), there are two basic approaches to maximizing enterprise value for underperforming and/or under-capitalized technology, life science, medical device, digital marketing, information & cyber security and solar companies and their Intellectual property:  “Date-Certain M&A Process” and an Assignment for the Benefit of Creditors (ABC).

Both of these processes have significant advantages over a formal bankruptcy in terms of speed, cost and flexibility. Gerbsman Partners’ experience in utilizing a “Date Certain M&A Process” has resulted in numerous transactions that have maximized value anywhere from two to nine times what a normal M&A process or “ABC” would have generated for distressed assets. With a “Date-Certain M&A Process”, the company’s Board of Directors hires a crisis management/private investment banking firm (“advisor”) to wind down business operations in an orderly fashion and maximize value of the IP and tangible assets.

The advisor works with the board and corporate management to:

1. Focus on the control, preservation and forecasting of CASH.

2. Develop a strategy/action plan and presentation to maximize value of the assets, including drafting sales materials, preparing information due diligence war-room, assembling a list of all possible interested buyers for the IP and assets of the company, and identifying and retaining key employees on a go-forward basis.

3. Stabilize and provide leadership, motivation and morale to all employees.

4. Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest. The company’s attorney prepares very simple “as is, where is” asset-sale documents (“as is, where is – no reps or warranties” agreements is very important as the board of directors, officers and investors typically do not want any additional exposure on the deal). The advisor then contacts and follows-up systematically with all potentially interested parties (customers, competitors, strategic partners, vendors and a proprietary distribution list of equity investors, investment bankers and lawyers in Europe, Israel, China, Australia, India and the US). It also includes the coordination of their interactions with company personnel and the arrangement of on-site visits. Typical terms for a “Date Certain M&A” asset sale include no representations and warranties, a sales date typically three to four weeks from the point that sale materials are ready for distribution (based on available CASH), a significant cash deposit in the $200,000 range to bid, and a strong preference for cash consideration and the ability to close the deal in 7 business days. Date Certain M&A terms can be varied to suit needs unique to a given situation or corporation. For example, the Board of Directors may choose not to accept any bid or to allow parties to re-bid if there are multiple competitive bids and/or to accept an early bid.

5. The typical workflow timeline, from hiring an advisor to transaction close and receipt of consideration is five to six weeks. Such timing may be extended if circumstances warrant. Once the consideration is received, the restructuring/insolvency attorney then distributes the consideration to creditors and shareholders (if there is sufficient consideration to satisfy creditors) and takes all necessary steps to wind down the remaining corporate shell, typically with the CFO, including issuing W-2 and 1099 forms, filing final tax returns, shutting down a 401K program, D&O insurance and dissolving the corporation etc.

The advantages of this approach include the following:

Speed – The entire process for a “Date Certain M&A Process” can be concluded in five to six weeks. Creditors and investors receive their money quickly. The negative public relations impact on investors and board members of a drawn-out process is eliminated. If circumstances require, this timeline can be reduced to as little as two weeks, although a highly abbreviated response time will often impact the final value received during the asset auction.

Reduced Cash Requirements – Given the Date Certain M&A Process’ compressed turnaround time, there is a significantly reduced requirement for investors to provide cash to support the company during such a process.

Value Maximized – A company in wind-down mode is a rapidly depreciating asset, with management, technical team, customer and creditor relations increasingly strained by fear, uncertainty and doubt. A quick process minimizes this strain and preserves enterprise value. In addition, the fact that an auction will occur on a specified date usually brings all truly interested and qualified parties to the table and quickly flushes out the ‘tire-kickers.’ In our experience, this process tends to maximize the final value received.

Cost – Advisor fees consist of a retainer plus an agreed percentage of the sale proceeds. Legal fees are also minimized by the extremely simple deal terms. Fees, therefore, do not consume the entire value received for corporate assets.

Control – At all times, the board of directors retains complete control over the process. For example, it can modify the auction terms or even discontinue the auction at any point, thus preserving all options for as long as possible.

Public Relations – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

Clean Exit – Upon closing of the auction, considerations received are distributed and the advisor, under the leadership of the insolvency counsel, then takes all remaining steps to effect an orderly shut-down of the remaining corporate entity. To this end, the insolvency counsel then takes the lead on all orderly shutdown items.

In an Assignment for the Benefit of Creditors (ABC), the company (assignor) enters into a contract by which it transfers all rights, titles, interests, custody and control of all assets to an independent third-party trustee (Assignee). The Assignee acts as a fiduciary for the creditors by liquidating all assets and then distributing the proceeds to the creditors. We feel that an ABC is most appropriate in a situation with one or more highly contentious creditors, as it tends to insulate a board of directors from the process. Nevertheless, we have found that most creditors are rational and will support a quick process designed to maximize the value that they receive. A good advisor will manage relationships with creditors and can often successfully convince them that a non-ABC process is more to their advantage. Apart from its one advantage of insulating the board of directors from the process, an ABC has a number of significant disadvantages, including:

Longer Time-to-Cash – Creditors and investors will not receive proceeds for at least 7 months (more quickly than in a bankruptcy but far slower than with a “date-certain” auction).

Higher Cost – Ultimately, ABCs tend to be more expensive than a “Date-Certain M&A Process”. It is not uncommon for the entire value received from the sale of company assets to be consumed by fees and/or a transaction for maximizing value may not be consummated in a timely fashion.

Loss of Control – Once the assets are assigned to the independent third-party trustee, the board of directors has no further control over the process. It cannot modify the process in any way or discontinue the process. Thus, it is not possible to explore multiple options in parallel.

Higher Public Relations Profile – The longer time frame for the ABC process and the more formal (and public) legal nature of an ABC make it more difficult to put a positive spin on the final outcome.

Messy Exit – Most independent third-party trustees do not perform the services of cleanly shutting down the remaining corporate shell. Thus, investors must either pay another party to do this job or leave it undone, resulting in increased liability.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 116 technology, medical device, life science, digital marketing, information & cyber security and solar companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

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

Listen again and again – be proud, be brave, be thankful – GOD BLESS AMERICA

Update to “The Bidding Process, Procedures for the SALE of Galtronics Vietnam Dai Dong Assets.”

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam, including its fixed assets, technology equipment, real estate lease and associate Intellectual Property (“IP”), in whole or in part (collectively, the “Galtronics Vietnam Assets”).  Interested parties can bid separately on the SMT line, Orbit Compact Range and/or Real Estate.  Also, please see attached a draft Asset Purchase Agreement (“APA”).

Invested to date– Galtronics Vietnam has invested approximately $9.5 million including building improvements and equipment.

Key Equipment items

• SJ Inno Tech SMT line that has been tested and qualified, but not run any production yet.
• Orbit Compact range system from Microwave Vision Group with LGF Feeds, Wideband, Dual-pol LGF-150, LGF-300 & LGF-1800 (1.5-3 GHz, 3-6 GHz, 18-40 GHz) and a 1.8 meter quiet zone.  Orbit will install the system for the new buyer and extend all warranties beginning at commissioning the system.
• Quality/ Reliability testing equipment including vibration testing, salt spray, temperature and humidity chamber, thermal shock chamber, and drop testing station.

Building

• 9965 sq metres of leased newly remodeled manufacturing and office space.  Ten year lease running through 2029, current yearly rate of $34.53 per square meter.  Landlord willing to work to reassign the lease. 

Please see attached detail Baylin Vietnam sales letter, to include detail information of equipment and building, equipment list, NDA and “APA”.

Also, please click on link to review specific information in the Baylin Vietnam Data Room GTD Data Room  These include a detail slide power point, detail equipment list, pictures of facility and SMT line information zip file.

I would encourage and recommend that all interested parties have their counsel speak with Philip Mohtadi, Esq. General Counsel and Corporate Secretary, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Philip is available at 1 647 291 7525 philip.mohtadi@baylintech.com .  It is also recommended that the “APA” be submitted with any bid.

IMPORTANT LEGAL NOTICE:  

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 Baylin Vietnam  Assets has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

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

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam 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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available 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 non-disclosure agreement (attached hereto as Exhibit A) before they will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam assets, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Assets, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 Baylin Vietnam Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 22, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  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 Baylin Vietnam Asset schedule and lease information may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder.

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

Steven R. Gerbsman                                                                             

                                              

steve@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

Update to “The Bidding Process, Procedures for the SALE of Galtronics Vietnam Dai Dong Assets.”

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam, including its fixed assets, technology equipment, real estate lease and associate Intellectual Property (“IP”), in whole or in part (collectively, the “Galtronics Vietnam Assets”).  Interested parties can bid separately on the SMT line, Orbit Compact Range and/or Real Estate

Invested to date– Galtronics Vietnam has invested approximately $9.5 million including building improvements and equipment.

Key Equipment items

• SJ Inno Tech SMT line that has been tested and qualified, but not run any production yet.
• Orbit Compact range system from Microwave Vision Group with LGF Feeds, Wideband, Dual-pol LGF-150, LGF-300 & LGF-1800 (1.5-3 GHz, 3-6 GHz, 18-40 GHz) and a 1.8 meter quiet zone.  Orbit will install the system for the new buyer and extend all warranties beginning at commissioning the system.
• Quality/ Reliability testing equipment including vibration testing, salt spray, temperature and humidity chamber, thermal shock chamber, and drop testing station.

Building

• 9965 sq metres of leased newly remodeled manufacturing and office space.  Ten year lease running through 2029, current yearly rate of $34.53 per square meter.  Landlord willing to work to reassign the lease. 

Please see attached detail Baylin Vietnam sales letter, to include detail information of equipment and building, equipment list and NDA. 

Also, please click on link to review specific information in the Baylin Vietnam Data Room GTD Data Room  These include a detail slide power point, detail equipment list, pictures of facility and SMT line information zip file.

IMPORTANT LEGAL NOTICE:  

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 Baylin Vietnam  Assets has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

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

Baylin, 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 any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam 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 Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available 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 non-disclosure agreement (attached hereto as Exhibit A) before they will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam assets, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Assets, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, 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 Baylin Vietnam Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 22, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  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 Baylin Vietnam Asset schedule and lease information may not be complete.

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 via check in the amount of US$200,000 (payable to Baylin Technologies, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder.

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

Steven R. Gerbsman                                                                             

                                                     

steve@gerbsmanpartners.co

Kenneth Hardesty

ken@gerbsmanpartners.com