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Posts Tagged ‘Date Certain M&A Process’

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Tarsa Therapeutics, Inc.

Further to Gerbsman Partners sales letters of December 12, 2017 and December 6, 2017 regarding the sale of certain assets of Tarsa Therapeutics, Inc. (“Tarsa”), I am attaching updated information regarding the Assets and Intellectual Property of Tarsa including an outline of potential “Tarsa Risk Mitigation Factors” for interested parties bidding on the assets and IP of Tarsa and performing due diligence, subject to the Tarsa CDA attached (TBRIA – Calcitonin–Salmon – Delayed Release Tablets; “the Only New Antirestorptive Drug for the Treatment of Osteoporosis)

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Tarsa (http://tarsatherapeutics.com) to solicit interest for the acquisition of part or substantially all of Tarsa’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Tarsa Assets”).

 

Tarsa’s Potential Risk Mitigation Factors

 Clinical Regulatory

1. The TBRIANDA has completed FDA review resolving the following issues

a.  No need for a fracture study

b.  No Ad Com meeting needed for NDA approval

c.  No toxicology, safety, or cancer issues identifies

d.  No API, biopharmaceutic or stability issues remain

e.  No API related bridging issues for rsCT (TBRIA) = ssCT (Miacalcin) arose during NDA review

 

2.  The sole outstanding clinical issue remaining  from the CRL was the lack of Miacalcin Nasal Spray’s increase in Lumbar Spine Bone Mineral Density (LS BMD) being statistically superior to placebo

3.  Negotiations with FDA (Office of New Drugs) resulted in agreement on a 2-arm 48 week non-inferiority study comparing TBRIAvs Nasal Spray Calcitonin study comparing changes in LS BMD (Tar: 01-1101)

4.  Given TBRIA’s statistical superiority to Miacalcin  in increasing LS BMD in the Phase III ORACAL Study there is a high likelihood of success

5.  Tarsa’a new commercial tablet manufacturer, Quotient, will manufacture the Clinical Trial Material (TBRIA) for the agreed upon Tar: 01-1101 study thereby resolving the 483 related issue cited by FDA with Pii (original tablet manufacturer).

Commercial

  1.  Since 2009 ~ 5 million women have stopped taking bisphosphonates (BPs) due to safety concerns
  2.  FDA has also limited the duration of use for BPs to 3-5 years before taking a “drug holiday”
  3.  Tarsa has performed 5 Waves of Physician Market Research (<1200 Physicians) supporting TBRIAgarnering ~20% of prescriptions for new and existing patients.
  4.  Women who have stopped taking BPs either due to a physician recommended drug holiday or of their own volition are referred to collectively  as “lapsed patients”
  5.  The Physicians Market Research suggests that ~60% of lapsed patients will return to therapy within 2-3 years.  Physicians will prescribe TBRIAto 1/3 of these lapsed patients.
  6.  The anticipated product from Merck, Odanacatib, was terminated by Merck due to CV safety concerns.  NO new antiresorptive drugs are on the horizon
  7.  In concert these factors have contributed to TBRIA’ssales projections of ~$550 mm by year 5 with a sales force of 125-150 Reps.
  8.  The market opportunity for TBRIA has been corroborated by outside interested third parties

 

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 Tarsa’s Assets has been supplied by Tarsa. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Tarsa 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.Tarsa, 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 Tarsa’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Tarsa 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 Tarsa and Gerbsman Partners. Without limiting the generality of the foregoing, Tarsa and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Tarsa 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Tarsa 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 Tarsa, 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 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 Tarsa Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday – January 23, 2018 at 5:00pm Eastern Standard Time (the “Bid Deadline”) at Tarsa’s offices, located at 1628 JFK Blvd, # 1400, Philadelphia, PA 19103. Please also email steve@gerbsmanpartners.com with any bid. 

Bids should identify those assets being tendered for in an identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000.  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Tarsa reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

Tarsa will require the successful bidder to close within a 7 day period. Any or all of the assets of Tarsa 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 Tarsa Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com   

              

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Tarsa Therapeutics, Inc.

Further to Gerbsman Partners sales letters of December 6, 2017 regarding the sale of certain assets of Tarsa Therapeutics, Inc. (“Tarsa”), I am attaching updated information regarding the Assets and Intellectual Property of Tarsa for interested parties bidding on the assets and IP of Tarsa and performing due diligence, subject to the Tarsa CDA attached (TBRIA – Calcitonin–Salmon – Delayed Release Tablets; “the Only New Antirestorptive Drug for the Treatment of Osteoporosis).

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

I will be sending out a draft Asset Purchase Agreement “APA” and “Table of Contents” for the due diligence war room next week.  Prior to the bid date of January 23, 2018, I would encourage all interested parties to have their counsel speak with William Whelan, Esq. of Mintz Levin.   Bill will be available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Bill’s office number is 617 348-1869 wtwhelan@mintz.com

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Tarsa (http://tarsatherapeutics.com) to solicit interest for the acquisition of part or substantially all of Tarsa’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Tarsa Assets”).

 

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 Tarsa’s Assets has been supplied by Tarsa. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

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

Tarsa, 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 Tarsa’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Tarsa 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 Tarsa and Gerbsman Partners. Without limiting the generality of the foregoing, Tarsa and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Tarsa 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Tarsa 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 Tarsa, 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 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 Tarsa Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday – January 23, 2018 at 5:00pm Eastern Standard Time (the “Bid Deadline”) at Tarsa’s offices, located at 1628 JFK Blvd, # 1400, Philadelphia, PA 19103. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000.  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Tarsa reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

Tarsa will require the successful bidder to close within a 7 day period. Any or all of the assets of Tarsa 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 Tarsa Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

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Advantages of ‘Date-Certain M&A Process over Standard M&A’

Every venture capital investor hopes that all his investment will succeed. The reality is, however, that a large percentage of venture investments eventually are shut down.

In the extreme they end in bankruptcy or assignment to creditors. The majority falls into the category of the “living dead.” Such companies are not complete failures, but their prospects do not justify continued investment, yet they are rarely shut down quickly.

Once reality has been recognized, most investors engage investment bankers to sell their investment off through prevailing M&A processes. Unfortunately, seldom with good results.

REASON #1

The main reason for that sad result is a fundamental misunderstanding of buyer psychology. In general, buyers act quickly and pay the highest price only by force of competitive pressure.

Potential buyers of the highest probability are those already familiar with the company for sale, such as competitors, existing investors customers and vendors. Once a sales process starts the seller is very much a diminishing asset. Both financially and organizationally.  Unless compelled to act, potential buyers simply start to draw out the process, submit a low-ball offer when the seller runs out of cash, or try to pick up key employees and customers at no cost.

REASON #2

The second reason is usually a misunderstanding of the psychology and methods of investment bankers.

Most investment bankers do best at selling “hot” companies. Companies whose value is perceived by buyers to be increasing quickly over time, and where there are multiple bidders.

They tend to be more motivated and work harder on such cases because transaction sizes –and resulting commissions– are larger and surrounding publicity can bring in new assignments, among others. They also tend to be more effective in maximizing value in such situations by using time to their advantage, pitting buyers against each other and setting very high expectations.

In a situation where time is not your friend, the actions of standard investment banking practices often make a bad situation much worse. Such actions include assigning less experience B-Teams to smaller transaction size cases, “playing out the process” which works against the seller, and pitting multiple players against each other which can drive away potential buyers who often know far more about the seller than does the banker.

 

THE GERBSMAN PARTNERS ‘DATE-CERTAIN’ M&A PROCESS

The most effective solution in situations where time is not on your side is a Date-Certain Merger and Acquisition Process.

Under this proprietary 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 to maximize the value of their intellectual properties and tangible assets. The Advisor works closely with board and corporate management to:

  • Focus on Control, Preservation and Forecasting of CASH
  • Develop a Strategy/Action Plan and Presentation to Maximize Value of Assets.
  • Plans to include Sales Materials, Due Diligence access. a list of all possible Interested Buyers for Intellectual Properties and Assets and Identify and Retain Key Employees on a go-forward basis.
  • Stabilize and provide Leadership, Motivation and Moral to all Employees.
  • Communicate with the Board of Directors, Senior Management, Senior Lender, Creditors, Vendors and all other Stakeholders in Interest.

THE PROCESS:

The company attorney prepares a simple “As-Is/Where –Is” asset sale documents. This document is very important and includes a “No-Reps or Warrantee” Agreement, as the board, officers and invertors typically do not want any additional exposure on a deal.

The advisor then follows up systematically with ALL potentially interested parties and coordinates their interactions with company personnel, including on-site visits.

Typical terms for a Date-Certain M&A asset sale exclude representations and warranties and include a sales date –typically four to six weeks – from the point of readying sales materials for distribution, a refundable CASH deposit in the range of $200,000, a strong preference for cash consideration and with the ability to close a deal in seven business days.

Date-Certain M&A terms can be varied to suit needs unique to given situations. For instance, the board may choose not to accept any bids, or to allow re-bids if there are multiple competitive bids, and/or allow early bids.

The typical workflow timeline from advisor hiring to transaction close and receipt of consideration is four to six weeks. Such timelines may be extended as circumstances warrant. Upon receipt of considerations, the restructuring/insolvency attorney then distributes funds to creditors and shareholders (if there is sufficient consideration to satisfy creditors), and takes all needed steps to wind down the remaining corporate shell. Typically in coordination with the CFO.

 

PROCESS ADVANTAGES:

Speed:   – The entire Date-Certain M&A Process can typically be concluded in 4 to 6 Weeks. Creditors and investors receive their money quickly. A negative PR impact on investors and board members related to a drawn out process is eliminated. Where required, such timelines can be reduced to as little as two to three weeks, however severely compressing the process often impacts the final value received during asset auction.

Reduced Cash Requirements:  – Owing to the Date-Certain M&A process’ compressed turn-around time, there is a significantly reduced need for any additional investor cash to support the company during the process.

Maximized Value:  – A quick and effective process during wind-down mode minimizes strain and rapid asset depreciation and thereby preserves enterprise value. The fact that an auction will occur on a certain date typically brings truly interested and qualified parties to the table. In our considerable experience, this process strongly aids in maximizing the final value received.

Cost:  – Advisory fees consist of a retainer and a performance fee, which is a percentage of the sales proceeds.

Control:  – At all time during the process, the board of directors retains complete control. For instance, it can modify the auction terms, or discontinue the auction at any point, thereby preserving all options for as long as possible.

Public Relations:  – As the entire sales process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all terms kept confidential. Accordingly investors can list the company in their portfolios as sold vs. having gone out of business.

A 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.

 

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 102 companies in a wide and diverse spectrum of industries, ranging from technology, life science, medical device, digital marketing, consumer to cyber security, to name only a few.

Since inception in 1980, Gerbsman Partners has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has been involved in over $2.3 billion of financings, restructuring and M&A transactions

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

 

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Bambeco.Inc

Further to Gerbsman Partners sales letters of October 5, 2017, October 2, 2017 and September 28, 2017 regarding the sale of certain assets of Bambeco, Inc. (“Bambeco”), I am attaching the “Draft Asset Purchase Agreement (“APA”) and the Bambeco Dataroom “Table of Contents” for interested parties bidding on the assets and IP of Bambeco and performing due diligence, subject to the attached Bambeco NDA.  Also, please see below the wire transfer information for the refundable deposit for bidding.

Please be aware that the bid date for the Assets and Intellectual Property of Bambeco is now Friday, October 20, 2017.  Bambeco is accelerating the bid date as it has received potential order in excess of $ 2million from a large retail customer.  Shipment is projected in December 2017 and January 2018 and in order to preserve value for a potential acquirer for these orders, Bambeco has moved the bid date to insure factory production.  Subject to an NDA, the CEO is available to discuss in greater detail. 

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

Prior to the bid date of October 20, 2017, I would encourage all interested parties to have their counsel speak with Geoff Willard, Esq. of Cooley.  Geoff is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Geoff’s office number is 703 456 8188 and cell 202 257 0092; gwillard@cooley.com

Wire transfer information for the refundable deposit for bidding:

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Bambeco (www.bambeco.com) to solicit interest for the acquisition of part or substantially all of Bambeco’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Bambeco Assets”).

 

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 Bambeco’s Assets has been supplied by Bambeco. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.


Potential 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 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.


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 Bambeco’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Bambeco 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 Bambeco and Gerbsman Partners. Without limiting the generality of the foregoing, Bambeco and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Bambeco 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Bambeco Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, 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 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 Bambeco Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Friday, October 20, 2017 at 3:00pm Eastern Standard Time (the “Bid Deadline”) at Bambeco’s offices, located at 3430 Second Street, Suite 300, Baltimore, MD 21225. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Bambeco, Inc.).  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Bambeco reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

Bambeco will require the successful bidder to close within a 7 day period. Any or all of the assets of Bambeco 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 Bamboo Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Bambeco Inc.

Further to Gerbsman Partners sales letters of October 2, 2017 and September 28, 2017 regarding the sale of certain assets of Bambeco, Inc. (“Bambeco”), I am attaching the “Draft Asset Purchase Agreement (“APA”) and the Bambeco Dataroom “Table of Contents” for interested parties bidding on the assets and IP of Bambeco and performing due diligence, subject to the attached Bambeco NDA.

Please be aware that the bid date for the Assets and Intellectual Property of Bambeco is now Friday, October 20, 2017.  Bambeco is accelerating the bid date as it has received potential order in excess of $ 2million from a large retail customer.  Shipment is projected in December 2017 and January 2018 and in order to preserve value for a potential acquirer for these orders, Bambeco has moved the bid date to insure factory production.  Subject to an NDA, the CEO is available to discuss in greater detail. 

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

Prior to the bid date of October 20, 2017, I would encourage all interested parties to have their counsel speak with Geoff Willard, Esq. of Cooley.  He is availabel to discuss any questions or comments of a legal nature relating to the transactions contemplated in the attached “APA”.   Geoff is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Geoff’s office number is 703 456 8188 and cell 202 257 0092; gwillard@cooley.com

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

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Bambeco (www.bambeco.com) to solicit interest for the acquisition of part or substantially all of Bambeco’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Bambeco Assets”).

 

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 Bambeco’s Assets has been supplied by Bambeco. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.


Potential 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 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.


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 Bambeco’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Bambeco 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 Bambeco and Gerbsman Partners. Without limiting the generality of the foregoing, Bambeco and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Bambeco 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Bambeco Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, 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 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 Bambeco Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Friday, October 20, 2017 at 3:00pm Eastern Standard Time (the “Bid Deadline”) at Bambeco’s offices, located at 3430 Second Street, Suite 300, Baltimore, MD 21225. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Bambeco, Inc.).  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Bambeco reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

Bambeco will require the successful bidder to close within a 7 day period. Any or all of the assets of Bambeco 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 Bamboo Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Bambeco.Inc.

Further to Gerbsman Partners sales letters of September 28, 2017 regarding the sale of certain assets of Bambeco, Inc. (“Bambeco”), I am attaching the Bambeco Dataroom “Table of Contents” for interested parties bidding on the assets and IP of Bambeco and performing due diligence, subject to the attached Bambeco NDA.

Ken, Jim, 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 (http://www.gerbsmanpartners.com) has been retained by Bambeco (www.bambeco.com) to solicit interest for the acquisition of part or substantially all of Bambeco’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Bambeco Assets”).

Any and all the assets of Bambeco 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 Bambeco’s Assets has been supplied by Bambeco. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.
Potential 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 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.


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 Bambeco’s or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Bambeco 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 Bambeco and Gerbsman Partners. Without limiting the generality of the foregoing, Bambeco and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Bambeco 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Bambeco Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, 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 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 Bambeco Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, October 25, 2017 at 3:00pm Eastern Standard Time (the “Bid Deadline”) at Bambeco’s offices, located at 3430 Second Street, Suite 300, Baltimore, MD 21225. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way. 

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Bambeco, Inc.).  The deposit should be wired to an escrow agent who will be outlined in a future update.  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

Bambeco reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

Bambeco will require the successful bidder to close within a 7 day period. Any or all of the assets of Bambeco 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 Bamboo Assets shall be the sole responsibility of the successful bidder and shall be paid to Bambeco at the closing of each transaction.

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

 

Steven R. Gerbsman                                                  

Gerbsman Partners                                                    

steve@gerbsmanpartners.com                  

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

 

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SALE OF BAMBECO, INC. 

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

Headquartered in Baltimore, Maryland, Bambeco is the leader in sustainable and socially responsible home décor and furnishings in the Unites States. Founded in 2009, Bambeco is a private, Maryland-based, growth stage sustainable home goods company. Over the past 9 years, Bambeco has raised approximately $31mm in equity and debt from leading venture capital firms including ABS Capital, New Atlantic Ventures and NOVUS Capital.  Please see detail “Executive Summary”, Bambeco NDA and Schedule of Trademarks and Patents attached.

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 Bambeco’s Assets has been supplied by Bambeco. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.
Potential 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 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.


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 Bambeco’ or Gerbsman Partners’ negligence or otherwise. 

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

Bambeco believes its assets are attractive for a number of reasons:

  1.  Market leader in a fast growing $31B (by 2020) sustainable home décor and furniture market.
  2.  Intellectual Property – proprietary product design and sourcing platform and network of 360+ vetted factories around the globe (27 countries) that can produce home furnishings and furniture products with stringent environmental and people standards.  The standards reduce carbon emissions and water while eliminating toxic chemicals and metals.
  3.  Significant dollars invested into the conception, design and development of sustainable products for all home décor and furniture categories, product lines and material types.  The company will continue to innovate; however, research and development and design costs for all key categories have been invested and the company’s only product costs are related to seasonal product and design refreshes and future innovation.
  4. $750K invested in SAP Hybris B2C and B2B omni-channel POS, CMS, and WMS platforms to enable best-in-class home décor and furnishings shopping experience, seamless expansions across markets and countries. Supply chain and sourcing network tapping less than 1% of its overall combined capacity and highly scalable.
  5.  Clear customer profile of the sustainable and socially responsible customer and a customer file of loyal buyers (repeat rate 55%+).  132MM sustainable and socially responsible consumers in the US spanning GenX, Millennials and Boomers
  6.  A fast growing Millennial segment, which cares about socially responsible and sustainable brands, is the largest home buyer in the US real estate market.  The segment has grown more than 170% in the Bambeco file over the past two years.
  7.  Vertically integrated supply chain executing stringent environmental and people standards that can produce authentic sustainable products with 75%+ margins.
  8.  Large strategic B2B customers:  Costco, Total Wine, Whole Foods, The Home Depot and more featuring Bambeco shop-in-shops showcasing the brand in the market.  Bambeco is in 1600 retail doors, hotels and restaurants.
  9.  Experienced and innovative team with sustainable market know-how and a CEO & Founder (from Williams-Sonoma) that is the thought leader in the sustainable home goods sector and in sustainability and climate change
  10. Blueprint for achieving first net neutral home goods retail company. The Company is on track to achieve this by 2020.
  11. Partnerships to deliver CarbonFree to the customers’ doors across the US.
  12. Certifications from Forest Stewardship Counsel (FSC), OEKO-TEX and Global Organic Textile Standards (GOTS).
  13. Strategic relationships with press, environmental organizations, and celebrities.
  14. Net Revenue since inception is $20.4MM, FY16 $5MM, and as of Aug 31st$4MM in FY17 (fiscal year ends January 31, 2018, 45% annual revenue occurs in Q4).

Bambeco Company Profile

Founded in 2009, Bambeco is a private, Maryland-based, growth stage sustainable home goods company. Over the past 9 years, Bambeco has raised approximately $31mm in equity and debt from leading venture capital firms including ABS Capital, New Atlantic Ventures and NOVUS Capital.

Bambeco is a leader in designing and developing innovative, sustainable home décor and furnishings with reduced carbon footprint and water and elimination of toxicity to allow consumers to live their environmental values and create a healthier home.

In 2016 at Climate Week in New York City, Bambeco announced its commitment to become carbon neutral by 2020, making the company the first carbon neutral home goods retailer in the world. Bambeco was accompanied by General Electric, Phillips. Bank of America, and Apple in this announcement at the event attended by world leaders – business and government. The company has been executing a carbon neutrality blueprint since being founded by Aplin in 2009.  She and Bambeco serve as a market leader and driver pushing the retail industry to change its practices to produce and deliver products with less of an impact on the environment by reducing greenhouse gases, water usage, and eliminating toxic chemicals and production methods.

Bambeco has set the sustainability standards bar for the home décor and furnishings industry.  The company has achieved certifications from the top three organizations that govern responsible forestation and organic and toxic free textiles. The remaining home décor and furnishings categories lack third party certifications. Bambeco has developed those standards and a supply chain that can meet those standards across the remaining product types and categories and the company continues to innovate.  Today, all of the company’s wood products come from FSC or “good wood” sources (e.g. reclaimed barn wood, responsibly harvest highly renewable woods); glassware made from recycled soda bottles; textiles from certified organic and natural fibers without pesticides and reduced water; dinnerware made from natural minerals and biomass from previous production with toxic free dyes and glazes; and outdoor furniture made from recycled detergent bottles. Bambeco is a product innovator that has reimagined every home décor and furniture product, delivery method, packaging, business practice, consumer engagement, and company culture through the lens of sustainability and social responsibility. The company’s mission is to Change the World…One Room at a Time.

The company designs and produces home products for all rooms in the house, as well as products made for outdoor living.  Our more than 4,000 products are made by more than 10,000 fair wage and safe workers around the world.

Sustainable Home Goods Market

The sustainable home goods market opportunity is estimated to be $31B by 2020.  The rapid growth is fueled by a growing consumer demand for socially responsible high quality products that are made with less of an impact on the planet and fair and safe wage employee practices by authentic brands.  Today, there are 132 million socially responsible, sustainable consumers in the United States (58MM Millennials, 32MM GenX and 42MM Boomers).

  • Recent accelerated growth is being fueled by the large eco-conscious millennial consumer segment.  The millennial household formations continue to grow, representing 35% of all new home buyers. Millennials will be 46% of the workplace in 2020.
  • Passionate GenX and Boomer segments, inspired to leave the world in a better place and concerned by chemicals and toxins found in traditional home goods products, continue to see an expansion in discretionary spending and prioritize a more sustainable lifestyle.

Sustainable home décor and furnishings consumers are inspired by sustainable living across other aspects of their lives (sustainably focused hotel lodging, organic and natural groceries, hybrid/electric/green diesel autos, natural body products and cleaning supplies, etc).  These consumers report that sustainability is the first or second filter used in all purchase decisions and 40% of consumers are willing to pay more for sustainable goods.

The sustainable home goods market is fragmented and underserved today with limited and targeted product lines sold across retailers and small mom and pop stores.  Bambeco is the only home brand fully dedicated to selling only sustainable home goods and a trusted product offering across all home categories. 

Bambeco’s Assets

Bambeco has developed a portfolio of assets critical to the sustainable home décor and furnishings market. These assets fall into a variety of categories, including:

  1.  Recognized authentic and credible sustainable brand in the market
  2.  Intellectual Property and Technology platforms:  IMPACT sourcing platform, omni-channel POS, content management and warehouse management platform, and ERP and B2B order processing system
  3.  Vetted Factory Network of 360 Factories
  4.  Inventory in the categories:  Kitchen and Tabletop, Furniture, Bedding, Bath, Outdoor, Home Décor & Accessories, and Gifts
  5.  Patents, Patent Applications, Copyrights and Trademarks
  6.  Sustainable Product Designs and Ingredients
  7.  Customer File and Profile of the Sustainable Customer
  8.  Warehousing Storage and Processing Equipment
  9.  Strategic Accounts and additional $1.3 million in Purchase Orders from Costco, Whole Foods, and Total Wine in-house
  10.  B2C and B2B Revenue
  11. .Intellectual Capital and Premium Brand and Home Industries Expertise (from company’s such as, Williams Sonoma, Pottery Barn, West Elm, Gap, Hallmark, Red Envelope, and TravelSmith) and Sustainability Expertise as the pioneer and leader of the Sustainable Home Goods market.

The assets of Bambeco will be sold in whole or in part (collectively, the “Bambeco Assets”). The sale of these assets is being conducted with the cooperation of Bambeco. Bambeco and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Bambeco should not be contacted directly without the prior consent of Gerbsman Partners.

Revenue

Bambeco has two primary distribution channels today:  B2C (ecommerce) and B2B (retail, restaurant, and hotel customers).  The direct-to-consumer channel and the wholesale (SiS:  shop-in-shop) channels have continued to grow year-over-year.   FY17 includes 8 months of actual sales (fiscal year ends January 31,2018 and 45% of sales occur in Q4.

Key Personnel –

Susan Aplin — CEO & Founder:  Formerly head of Direct-to-Consumer at Williams-Sonoma with over 25 years of retail and ecommerce industry experience.  Held management roles at Gap, The Sports Authority and Staples.

Deborah Baldini — Chief Brand Officer:  Formerly of Cambria Cove, Hallmark, Levis and Style Savvy.   30+ years in the retail and technology industries.

Brian Tsung — Chief Marketing Officer & Head of Direct to Consumer:  Formerly of TravelSmith, Williams-Sonoma / Pottery Barn, Red Envelope and Hallmark.   25+ years of marketing and ecommerce retail and director-to-consumer experience.

Sol Garay — Chief Merchandising Officer:  Formerly of Williams-Sonoma, Pottery Barn, Gap, Proctor & Gamble, and S.C. Johnson Wax.  20+ years of product management experience.

Carolyn Wapnick – Chief Sustainability Officer:  Formerly of Live Elements, Corporation for Public Broadcasting, Cable in the Classroom and VMS.  25 years of creating social and educational platforms.

Colleen Wood – Chief People Officer:  Formerly of SVP of HR at Living Social.  Held management HR roles at Attachmate Group and EDS. 15+ years of HR management experience.

 

Bambeco, Inc. Board of Directors-

Susan Aplin, Chairman of the Board: Baltimore, MD

Cal Wheaton:  ABS Capital – Baltimore, MD

Thanasis Delistathis: New Atlantic Ventures – Reston, VA

Catherine Levene: Former digital media and ecommerce CEO – New York, NY

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 Bambeco Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, 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 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 Bambeco Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, October 25, 2017 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at Bambecos’ office, located at 3430 Second Street, Suite 300, Baltimore, MD 21225.  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 Bambeco fixed asset list may not be complete and Bidders interested in the Bambeco 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 (payable to Bambeco, Inc.). Information on where to send the refundable depoist will be sent in a later update.  The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Bambeco reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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