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SALE OF VIACOR, INC.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Viacor, Inc. (www.viacorinc.com) to solicit interest for the acquisition of all, or substantially all, the assets of Viacor Inc. (“Viacor”).

Headquartered in Wilmington, MA, Viacor, Inc. is a medical device company focused on developing and commercializing a novel cardiac implant device for the treatment of functional mitral regurgitation.

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 VIACOR’s Assets has been supplied by VIACOR. 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 VIACOR, 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.

VIACOR, 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 VIACOR’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the VIACOR 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 VIACOR or Gerbsman Partners. Without limiting the generality of the foregoing, VIACOR and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the VIACOR 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. Thismemorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Viacor believes its assets are attractive for a number of reasons:
·     Viacor’s PTMA® implant system:

o   The first mitral regurgitation repair implant ever demonstrated to allow percutaneuous repair, with a sedation-only procedure, with the option of device adjustment or removal both during the initial implant and at later timepoints.

o   The system has been developed over a ten year period in cooperation with leading structural heart failure specialists worldwide, the key customer segment for an attractive and rapidly growing new specialty

o   The implant system is supported by extensive clinical and technical know how broadly applicable to mitral repair including structural imaging, patient screening and workup, imaging analysis, procedure control and follow-up

o   The system presents clear opportunities for design and procedure combination with intellectual property and approaches from other mitral repair and heart failure therapies

o   The PTMA system is supported by an extensive history of regulatory correspondence reflecting contemporary expectations of FDA and worldwide authorities for mitral repair

·     Viacor’s PTMA® implant system was studied under an FDA-IDE on an initial, temporary basis and in 2010, after four years of extensive, iterative review, the design dossier and bench test regimen was approved for implantation studies.

·     Viacor’s formal intellectual property includes 13 issued US patents, 2 additional pending US patent applications, and numerous parallelinternational patents and patent applications.

·     Percutaneous structural heart repair is a key focus of the major participants in the worldwide interventional cardiology market, representing one of the most important arenas for market expansion and demonstration of technical leadership.

o   The clinical success of transcatheter aortic valve implantation “TAVI” has established an existing 400 M$+ (30%+ CAGR) ex-US market without reimbursement or US approval

o   The mitral therapy market is expected to ultimately be even larger than the aortic market

o   No percutaneous therapy or clinical approach has yet established meaningful acceptance in the mitral space, with a wide range of possible approaches under early examination; Viacor’s extensive early experience could provide an important addition to various possible next-stage development programs.

·     Possible combination therapies: Viacor’s removable, adjustable coronary sinus technology provides the logical basis for combination with other therapies such as leaflet clip, chordal shortening, and biventricular pacing.  Biventricular pacing presents a particularly attractive opportunity as the PTMA system is placed in the same target anatomy, the coronary sinus, using nearly equivalent techniques for venous access and device deliver.  The device is also generally indicated for same subset of heart failure patients.

Viacor Company Profile

Viacor was founded in 2000 by three leading mitral surgeons, John Liddicoat, Marc Gillinov and William Cohn.  Viacor completed its first venture round in 2002, eventually raising a total of $40 million from investors New Enterprise Associates, Canaan Partners, Medtronic and a network of experienced private investors.

Viacor is a developer of an innovative percutaneous mitral repair implant, PTMA®.  Over a ten year period, the system was perfected through an extensive animal, bench and clinical program, including over 70 human cases in the US, Canada, Germany, Belgium, Netherlands and the Chezk Republic.  The PTMA system has demonstrated favorable late outcomes through over two years post-implantation.

The Viacor system has been repeatedly presented by leading clinicians and major conferences and the technology has been the subject of multiple refereed journal presentations in US and International journals.
Impact of Technology on the Market

VIACOR believes that its PTMA technology and clinical experience offers unique advantages to multiple possible ongoing programs in structural heart failure:

·     The device and intellectual property has clear potential for combination with other emerging treatment methods including leaflet and chordal repairs, and biventricular lead placement.
·     The Viacor approach and technology offers the potential for a single-operator, sedation percutaneous therapy for mitral regurgitation in select patients.
·     The PTMA device is a logical addition to the extended technology and product armamentarium of a number of the major device manufacturers and distributors.

Viacor’s Assets

Viacor has developed a portfolio of assets critical to the development and manufacture of a structural heart failure implant. These assets fall into a variety of categories, including:
·     Patents, Patent Applications and Trademarks
·     FDA filings and extensive, proprietary interactive correspondence
·     Custom built equipment for manufacturing and testing of permanent valvular repair implants
·     Technology and intellectual propertyrelated to custom 600 M cycle durability bench test in simulated mitral valve position
·     Technology and intellectual propertyrelated to the collection and systematic analysis and integrated procedure deployment of of MSCT, 2D and 3D echocardiography and procedure fluoroscopy.
·     Patient Data from 3 clinical trials involving 82 patients
The assets of Viacor will be sold in whole or in part (collectively, the “Viacor Assets”). The sale of these assets is being conducted with the cooperation of Viacor. Viacor and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Viacor should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the Viacor Assets is being conducted pursuant to a Plan of Complete Liquidation and Dissolution of Viacor, Inc. (the “Plan of Dissolution”) which was approved by Viacor’s board of directors and majority shareholders on December 13, 2010.

Key Personnel

·       Jonathan M. Rourke — President & CEO  Former VP of R&D at Transmedics and EndoTex, over 25years of medical industry management experience, 11 US and various foreign patents
·       Katherine Stohlman  — Vice President, Regulatory and Clinical Affairs  Over 25 years previously held various executive positions in Engineering, Clinical and IT for Hewlett-Packard Medical Products
·       William T. Hayes — CFO  Formerly CFO Transmedics, financial executive, Genuity, Somerville Lumber

VIACOR, Inc. Board of Directors

·       Coy Blevins, Chairman of the Board

·       Jonathan M. Rourke, CEO

·       Ryan D. Drant, General Partner, New Enterprise Associates

·       Gregory Lambrecht, CEO, Intrinsic Therapeutics

·       Steven Bloch, Canaan Partners

·       Richard T. Spencer, Private Investor

·       Sean Salmon, Vice President and General Manager, Medtronic Coronary and Periphral Interventions

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (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 VIACOR 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 VIACOR, Inc., 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 VIACOR 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 VIACOR Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, January 21, 2010 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at VIACOR’ office, located at 260-B Fordham Road, Wilmington, MA, 01887.  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 VIACOR fixed asset list may not be complete and Bidders interested in the VIACOR 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 $250,000 (payable to VIACOR, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them.

VIACOR 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 submitted will be chosen as the winningbidder and bidders may not have the opportunity to improve their bids aftersubmission.
VIACOR will require the successful bidder to close within 7 business days.  Any or all of the assets of VIACOR will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.  Please note that VIACOR is selling its assets in cooperation with its senior secured creditor.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the VIACOR Assets shall be the sole responsibility of the successful bidder and shall be paid to VIACOR at the closing of each transaction.
For additional information, please see below and/or contact:

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

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

Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com

Jim McHugh
(978)239-7296
jim@mchughco.com

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SALE OF ASSETS OF OMNISONICS MEDICAL TECHNOLOGIES, INC.

INTRODUCTION
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Emigrant Bank (“Emigrant”) to solicit interest for the acquisition of all, or substantially all, assets of OmniSonics Medical Technologies, Inc. (“OmniSonics”).  OmniSonics was a leader in commercializing technology that uses ultrasound technology to break up blood clots.
A copy of the proposed purchase agreement is attached as Exhibit A, as well as a confidential information memorandum and related documents.  A Purchaser who wishes to participate in the auction must submit a sealed bid which is actually received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”).

The assets of OmniSonics are attractive for a number of reasons:

· FDA approved product indicated for the removal of thrombus in the peripheral vasculature and the infusion of physician specified fluids.
· Intellectual Property: a comprehensive patent estate which includes 20 issued patents and 16 pending patent applications in the U.S., as well as 6 issued patents and 13 pending patent applications outside of the U.S. Many of the key patents which cover apparatus, methods and uses do not expire until 2022.  A list of the intellectual property is attached as Exhibit B.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Deep Vein Thrombosis (DVT) Sonic I.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Acute Limb Ischemia) Sonic II.
· Manufacturing, Design and Calibration Equipment.
· Relationships with Third Party Manufacturers that can assist with the production of saleable product.

OmniSonics  Company Profile

Founded in 1999, OmniSonics was a private, Wilmington, MA-based revenue stage medical device company. Over the past 10 years, OmniSonics raised approximately $100MM in equity and debt from leading venture capital firms including GE Asset Management, Nomura Phase4 Ventures, Domain Associates, H&Q Asset Management and Canaan Partners.

Bankruptcy Case. On March 23, 2009, OmniSonics filed a chapter 7 bankruptcy case in the United States Bankruptcy Court for the District of Massachusetts.  John J. Aquino is Trustee. Emigrant’s affiliate, Life Sciences Capital, LLC, was a prepetition lender to OmniSonics and Emigrant has entered into a transaction with the Trustee to purchase substantially all of the assets of OmniSonics, including its intellectual property. Emigrant has retained Gerbsman Partners to conduct a sale of these assets.  Some of the former employees of OmniSonics may be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, former employees or officers of OmniSonics and the Trustee should not be contacted directly without the prior consent of Gerbsman Partners.

Assets Being Sold. The assets which are being sold consist of substantially all of the intellectual property of OmniSonics including issued patents and trademarks, related records, patent applications, and certain equipment.   These are referred to as the “Assets.”

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or contract.

The information contained in this memorandum relating to the Assets has been supplied by former executive officers of OmniSonics and the Trustee. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Prospective purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection with the proposed sale, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties must satisfy themselves through independent investigations and due diligence as they see fit.

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 with the proposed sale and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of OmniSonics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the OmniSonics 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 OmniSonics, Gerbsman Partners, Emigrant or the Trustee. Without limiting the generality of the foregoing, the foregoing parties and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the 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.

Please refer in the Confidential Information Memorandum to the section on Legal Considerations for further information about these matters, and the section on Bidding Procedures for information about bidding procedures.


BIDDING PROCEDURES

1. Each person or entity who is or may be interested in bidding for and purchasing all or some of the Assets shall be referred to as “Purchaser.” Each Purchaser who executes the Confidentiality Agreement may request access to former personnel of OmniSonics who may be made available and access to the “Data Room” which includes various documents (the “Diligence Access”).  Any Purchaser seeking access to OmniSonics personnel or who wishes to request additional information should contact Gerbsman Partners.  Each Purchaser who executes the Confidentiality Agreement and obtains the Diligence Access (whether or not such Purchaser has obtained all or some portion of the personnel and access materials) shall be deemed to acknowledge and represent:  (a) that it is bound by the bidding procedures described herein; (b) that it has had an opportunity to inspect and examine the Assets and to review pertinent documents and information with respect thereto; (c) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Emigrant; and (d) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners and Emigrant do not make any representations as to the accuracy or completeness of the same.

2. A Purchaser who wishes to participate in the auction must submit a sealed bid, which is to be received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”), to Karen Wold, Emigrant Bank, 6 East 43rd Street, 20th Floor, New York, New York 10017 and e-mailed to:  Woldk@emigrant.com and steve@gerbsmanpartners.com.  The bid shall contain:  (a) a list or identification of the Assets such Purchaser wishes to purchase; (b) the amount of the bid; (c) any proposed changes to the Purchase Agreement and all exhibits and schedules, with redline to show all such changes and (d) any other information that Purchaser deems relevant.  All bids must be accompanied by a refundable deposit check in the amount of $50,000 (payable to Emigrant).

In addition:

(a) Bids may be made for all or any portion of the Assets.

(b) Any Purchaser making a bid must be prepared to provide independent confirmation that it possesses the financial resources to complete the purchase.

(c) Emigrant reserves the right to, in its sole discretion, extend the Bid Deadline, accept or reject any bid, or withdraw any or all Assets from the sale.

(d) Emigrant shall determine the highest and best bid and may contact Purchasers regarding their bids prior to the final determination.  The winning bidder will be notified as soon as possible after the Bid Deadline. Unsuccessful bidders will have their deposits returned to them.

(e) A successful Purchaser with regard to some or all of the Assets will be required to increase its deposit to $200,000 within 24 hours of being notified it is a successful Purchaser and be prepared to close within seven (7) days of being notified that its bid has been accepted. All sales, transfer, and recording taxes, stamp taxes, if any, relating to the sale of the Assets shall be the sole responsibility of the successful bidder and shall be paid to Emigrant at the closing of each transaction.  If the successful bidder fails to close, Emigrant may retain the deposit, exercise any remedies under applicable law and subsequently sell to another party.

(f) Any Purchaser who bids shall have no remedy against Emigrant or Gerbsman Partners or any other person except for the return of its deposit; provided, that, any Purchaser who enters into an Asset Purchase Agreement shall have all remedies under such Agreement and under applicable law.

(g) Copies of all bids should be sent by e-mail to steve@gerbsmanpartners.com

CONTACTS

For additional information, please do not contact OmniSonics or the Trustee directly; instead please contact:

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

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

Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com

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

Other covering this topic include: Xconomy, Taragana.

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