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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 Local Roots Farms

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

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

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

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

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

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

 

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by LRF, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Local Roots Farms, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of LRF’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the LRF Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of LRF or Gerbsman Partners.  Without limiting the generality of the foregoing, Local Roots Farms and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the LRF Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of LRF, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same. 

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

Read Full Post »

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

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

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

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

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

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

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

 

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by LRF, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Local Roots Farms, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of LRF’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the LRF Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of LRF or Gerbsman Partners.  Without limiting the generality of the foregoing, Local Roots Farms and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the LRF Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of LRF, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same. 

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

 

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

Dennis Sholl

dennis@gerbsmanpartners.com

 

Kenneth Hardesty

ken@gerbsmanpartners.com

Read Full Post »

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

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

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

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

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

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

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

  

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to Local Roots Farms Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by LRF, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Local Roots Farms, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of LRF’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the LRF Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of LRF or Gerbsman Partners.  Without limiting the generality of the foregoing, Local Roots Farms and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the LRF Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of LRF, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same. 

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

 

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

 

 

 

Read Full Post »

 

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

Further to Gerbsman Partners sales letter of August 16, 2018, Update on August 25, 2018 and September 4, 2918 regarding the sale of certain assets of Cibiem, Inc., (“Cibiem”), I am attaching a draft Asset Purchase Agreement (“APA”), as well as the “Table of Contents and Outline” for the Cibiem Data Room.

Prior to the bid date of September 21, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to Cibiem, to review and finalize the “APA”.  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

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

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

Any and all the assets of Cibiem 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 Cibiem’s Assets has been supplied by Cibiem.  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 Cibiem, 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.

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

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

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure 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 Cibiem 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 Cibiem, 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 Cibiem 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 Cibiem Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 21, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office.  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 Cibiem fixed asset list may not be complete and Bidders interested in the Cibiem’s Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

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

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

Read Full Post »

SALE OF Precision AgriTech, Inc. dba Local Roots Farms (LRF) 

On September 4, 2018, Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries commenced a “Date Certain M&A Process” with Gerbsman Partners.

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

LRF is a privately held company formed in Q4 2013, has raised $12.8M to date from various private investors, and has filed 4 patents with the USPTO and 1 international PCT application and has proprietary Intellectual Property in the full varietal specific growing algorithm.

LRF solves produce supply-chain challenges for retailers and foodservice companies through its proprietary Intellectual Property growing process and controlled-environment farming platform called Terra Farms.  Among LRF”s customers are Walmart and Sysco.  Please see attached Executive Summary, Patent Summary, Fixed Asset List and NDA.


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 LRF’s Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents

Potential purchasers should not rely on any information contained in this memorandum or provided by LRF, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.


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

Any sale of the LRF Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of LRF or Gerbsman Partners.  Without limiting the generality of the foregoing, LRF and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

Business DescriptionLocal Roots solves produce supply-chain challenges for retailers and foodservice companies through its proprietary growing process and controlled-environment farming platform called the TerraFarm. The company delivers exceptional value to the end consumer by providing:

  1. Fresh, nutrient dense, pesticide free, sustainably grown, locally grown produce to the mass market at affordable prices
  2. A scalable solution to institutional produce buyers who struggle with spoilage, inconsistent supply, poor quality, and severe exposure to food safety risks;
  3. The company has contracts and commitments with the largest retailer and foodservice company in the world, Walmart and Sysco. Both customers are pushing Local Roots to expand production as well as product mix and have expressed interest in scaling the solution across their North American distribution networks.

By collocating clusters of its TerraFarms with the supply chain infrastructure of its customers, Local Roots not only grows best-in-class produce, but can deliver it to the market in a fraction of the time it takes for the conventional supply chain to harvest, process, pack, ship, and distribute. This leads to:

  1. Higher quality,
  2. 2.   Reduced transportation costs,
  3. 3.Increased customer shelf-life, and
  4. A more resilient & sustainable solution.

LRF customers purchase company produce through long-term off take contracts, which enable the company to raise low cost capital to develop the operating assets.

 

Company Background: Formed in Q4 2013, Local Roots spent its early years designing, testing, and iterating through improvements in its integrated farming system, focusing on driving innovation in the critical components and subsystems: lighting, integrated control system, environmental and fertigation management, and the application of data science to yield and quality optimization. The company also invested heavily in plant science and cutting-edge horticultural practices to drive unprecedented yields, growth rates, and consumer benefits.

Local Roots began customer deliveries in Q1 2015 and quickly found demand from numerous fast casual restaurant chains in Southern California who struggled to source locally grown high quality produce. After the company’s initial outside seed round in 2015, it began recruiting additional engineers and plant scientists to drive further improvements in yields, CapEx, and OpEx as the company began engaging with the produce buyers of the largest retail and foodservice companies in the world.

As Local Roots expanded its R&D and crop trials:

  1. It demonstrated viability of hundreds of varietals of leafy greens, lettuces, mustards, and herbs;
  2. 2.Validated product-market fit with chefs and retailers;
  3. Established Local Roots as a premium quality supplier of challenging to source produce categories; and
  4. Began solidifying interest in its products and business model from corporate buyers such as Walmart, Whole Foods, Target, Kroger, Safeway, Food Lion, Sysco & US Foods. 

 

Industry Background/MarketRetailers & distributors lose billions per year due to produce spoilage.  As such, they must manage a complex network of suppliers which inevitably results in inconsistent volumes and quality of product.  Retailers that are able to manage these issues have substantial competitive advantages.  Local Roots launched in 2013 to become the solution to this multi-billion dollar problem.

Since then, the company has developed proprietary, modular growing systems and the operational expertise to optimize them.  Through this, they have produced and delivered multiple types of produce exhibiting the highest standards of quality, with flawless customer service to food service, wholesale, and retail customers.

By doing this, Local Roots created a consumer facing brand reflective of the impacts that addressing these issues have on consumers:

  1. Higher quality
  2. Consistent & Predictable Supply
  3. More nutritious.

This is what Local Roots stands for, their produce partners benefit from that messaging.

Products & ServicesLocal Roots currently sells three proprietary salad mixes in Walmart stores: Mars Mix, Royal Gems Mix, and Baby Butter Blend. Additionally, the company has launched a basil program with Sysco. All products are certified Pesticide Free, Sustainably Grown, and Non-GMO, grown in a TerraFarm, their proprietary modular farming system which require 99% less water than traditional farming.

DistributionIn addition to their Walmart and Sysco partnerships, their other customers include restaurants and foodservice companies such as Tender Greens, Medocino Farms, West Central Produce, LA Specialty and SpaceX. All produce is sold under the Local Roots brand, which represents a mission-driven return to local responsible farming that speaks to the increasing global population. Local Roots successfully demonstrated daily, on time and in full (OTIF), deliveries to Walmart’s distribution center in Riverside, CA.

Food SafetyLocal Roots has integrated best-in-class food safety practices into its growing, harvesting, and processing operations. PrimusGFS is a Global Food Safety Initiative (GFSI) benchmarked and fully recognized audit scheme covering both Good Agricultural Practices (GAP) and Good Manufacturing Practices (GMP), as well as Food Safety Management Systems (FSMS). The GFSI recognition of the PrimusGFS scheme helps move the produce industry one step closer to the desired goal of global food safety harmonization. From the very beginning, every single Local Roots TerraFarm has been PrimusGFS certified. Their PrimusGFS scheme covers the scope of the supply chain from pre- to post- farm production and provides an integrated supply chain approach.

 

Technology & Intellectual PropertyLocal Roots develops and integrates its technologies into automated modular TerraFarms that efficiently grow produce in a responsible way. Key areas of technological development include:

  1. solid state lighting, automation,
  2. robotics, computer vision,
  3. machine learning, plant science,
  4. breeding, growing recipes tailored for optimal yields,
  5. nutrient content, and unique flavor profiles.

Each crop grown in a TerraFarm uses precise growing proprietary algorithms that have been developed through repeated trials and advanced data analytics. Crops are monitored automatically and the TerraFarm is adjustable via mobile device. This allows TerraFarms to adaptively modify growing environments and ensure crop health at all times. New growing algorithms and standard growing procedures are continually developed by our R&D team. Updates are released in real time through our proprietary LocalX software platform.  

Potential Backlog and PipelinePrior to ceasing company operations the Company had a strong sales pipeline for significant volume.  This information is available in the Due Diligence Data Room, and is subject to an NDA.

Reasons why LRF’s assets are attractive

  • Attractive Growth Industry with clear, unmet customer demand:
  • 4 patents filed with the USPTO and 1 international PCT application
  • Pioneer of “Produce Purchase Agreements,” which could revolutionize the way produce is purchased, and enabling established project equity and project finance to enter the sector.
  • Clear path to attractive margins
  • Market Position: LRF is the first modular indoor farming company to commercialize products in the mass market.
  • Best in Class Technology: LRF’s proprietary TerraFarm technology is the proven leader in the modular indoor farming industry.
  • Excellent Relationships: LRF’s strength has always been predicated on strong relationships, especially with its well respected investment grade customers, Walmart & Sysco.
  • Diversified Base of CustomersLRF works with the world’s largest produce buyers in two diverse market segments; mass market CPG retail (Walmart) and large scale food service distribution (Sysco).
  • Opportunity for Future Growth:Opportunities for growth can be realized by fully exploiting the market need for resilient and co-located food production.


Local Roots Farms’s Assets

The company’s assets are contained in the following:

  1.  Patents, Processes, Patent Applications and Trademarks.
  2.  Significant intellectual capital, know-how and trade secret growing algorithms.
  3.  Significant know-how and expertise of botany & agronomy.
  4.  Experience from engineering to technology development to plant science to consumer-packaged goods delivered to mass market retail.
  5. Proof of concept with validation from Walmart & Sysco.
  6.  Fixed assets which includes the company’s proprietary TerraFarm technology modular farming systems (refer to fixed asset document attached).

The assets of LRF will be sold in whole or in part (collectively, the “ LRF Assets”). The sale of these assets is being conducted with the cooperation of LRF.  LRF and its consultants will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. 

 

Management:

 

Eric Ellestad, Founder and CEO: Entrepreneur, investor, and technology commercialization specialist in food, water, energy, perishable logistics, and supply-chain innovation.

Brandon Martin, VP Business Development: Entrepreneur, tenured executive leader and business development strategist with over 15 years of experience building teams, developing strategic partnerships and driving revenue growth.

Christ Holtam, Director of Horticulture: Chris leads R&D within our TerraFarms: including plant propagation, crop production, breeding, and genetic engineering. Prior to Local Roots, Chris was the head grower at Hollandia Produce, LP.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the LRF Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of LRF, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same. 

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

Kenneth Hardesty

ken@gerbsmanpartners.com

 

Dennis Sholl

dennis@gerbsmanpartners.com

 

 

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SALE OF Precision AgriTech, Inc. dba Local Roots Farms (LRF) 

On September 4, 2018, Precision AgriTech Inc. dba Local Roots Farms (“LRF”) and one of its subsidiaries commenced a “Date Certain M&A Process” with Gerbsman Partners.

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

LRF is a privately held company formed in Q4 2013, has raised $12.8M to date from various private investors, and has filed 4 patents with the USPTO and 1 international PCT application and has proprietary Intellectual Property in the full varietal specific growing algorithm.

LRF solves produce supply-chain challenges for retailers and foodservice companies through its proprietary Intellectual Property growing process and controlled-environment farming platform called Terra Farms.  Among LRF”s customers are Walmart and Sysco.  Please see attached Executive Summary, Patent Summary, Fixed Asset List and NDA.


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 LRF’s Assets has been supplied by LRF.  It has not been independently investigated or verified by Gerbsman Partners or its agents.Potential purchasers should not rely on any information contained in this memorandum or provided by LRF, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.LRF, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of LRF’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the LRF Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of LRF or Gerbsman Partners.  Without limiting the generality of the foregoing, LRF and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the LRF Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Business DescriptionLocal Roots solves produce supply-chain challenges for retailers and foodservice companies through its proprietary growing process and controlled-environment farming platform called the TerraFarm. The company delivers exceptional value to the end consumer by providing:

  1. Fresh, nutrient dense, pesticide free, sustainably grown, locally grown produce to the mass market at affordable prices
  2. A scalable solution to institutional produce buyers who struggle with spoilage, inconsistent supply, poor quality, and severe exposure to food safety risks;
  3. The company has contracts and commitments with the largest retailer and foodservice company in the world, Walmart and Sysco. Both customers are pushing Local Roots to expand production as well as product mix and have expressed interest in scaling the solution across their North American distribution networks.

By collocating clusters of its TerraFarms with the supply chain infrastructure of its customers, Local Roots not only grows best-in-class produce, but can deliver it to the market in a fraction of the time it takes for the conventional supply chain to harvest, process, pack, ship, and distribute. This leads to:

  1. Higher quality,
  2. 2.   Reduced transportation costs,
  3. 3.Increased customer shelf-life, and
  4. A more resilient & sustainable solution.

LRF customers purchase company produce through long-term off take contracts, which enable the company to raise low cost capital to develop the operating assets.

Company Background: Formed in Q4 2013, Local Roots spent its early years designing, testing, and iterating through improvements in its integrated farming system, focusing on driving innovation in the critical components and subsystems: lighting, integrated control system, environmental and fertigation management, and the application of data science to yield and quality optimization. The company also invested heavily in plant science and cutting-edge horticultural practices to drive unprecedented yields, growth rates, and consumer benefits.

Local Roots began customer deliveries in Q1 2015 and quickly found demand from numerous fast casual restaurant chains in Southern California who struggled to source locally grown high quality produce. After the company’s initial outside seed round in 2015, it began recruiting additional engineers and plant scientists to drive further improvements in yields, CapEx, and OpEx as the company began engaging with the produce buyers of the largest retail and foodservice companies in the world.

As Local Roots expanded its R&D and crop trials:

  1. It demonstrated viability of hundreds of varietals of leafy greens, lettuces, mustards, and herbs;
  2. 2.Validated product-market fit with chefs and retailers;
  3. Established Local Roots as a premium quality supplier of challenging to source produce categories; and
  4. Began solidifying interest in its products and business model from corporate buyers such as Walmart, Whole Foods, Target, Kroger, Safeway, Food Lion, Sysco & US Foods.

Industry Background/MarketRetailers & distributors lose billions per year due to produce spoilage.  As such, they must manage a complex network of suppliers which inevitably results in inconsistent volumes and quality of product.  Retailers that are able to manage these issues have substantial competitive advantages.  Local Roots launched in 2013 to become the solution to this multi-billion dollar problem.

Since then, the company has developed proprietary, modular growing systems and the operational expertise to optimize them.  Through this, they have produced and delivered multiple types of produce exhibiting the highest standards of quality, with flawless customer service to food service, wholesale, and retail customers.

By doing this, Local Roots created a consumer facing brand reflective of the impacts that addressing these issues have on consumers:

  1. Higher quality
  2. Consistent & Predictable Supply
  3. More nutritious.

This is what Local Roots stands for, our produce partners benefit from that messaging

Products & ServicesLocal Roots currently sells three proprietary salad mixes in Walmart stores: Mars Mix, Royal Gems Mix, and Baby Butter Blend. Additionally, the company has launched a basil program with Sysco. All products are certified Pesticide Free, Sustainably Grown, and Non-GMO, grown in a TerraFarm, our proprietary modular farming system which require 99% less water than traditional farming.  

DistributionIn addition to their Walmart and Sysco partnerships, our other customers include restaurants and foodservice companies such as Tender Greens, Medocino Farms, West Central Produce, LA Specialty and SpaceX. All produce is sold under the Local Roots brand, which represents a mission-driven return to local responsible farming that speaks to the increasing global population. Local Roots successfully demonstrated daily, on time and in full (OTIF), deliveries to Walmart’s distribution center in Riverside, CA.

Food SafetyLocal Roots has integrated best-in-class food safety practices into its growing, harvesting, and processing operations. PrimusGFS is a Global Food Safety Initiative (GFSI) benchmarked and fully recognized audit scheme covering both Good Agricultural Practices (GAP) and Good Manufacturing Practices (GMP), as well as Food Safety Management Systems (FSMS). The GFSI recognition of the PrimusGFS scheme helps move the produce industry one step closer to the desired goal of global food safety harmonization. From the very beginning, every single Local Roots TerraFarm has been PrimusGFS certified. Their PrimusGFS scheme covers the scope of the supply chain from pre- to post- farm production and provides an integrated supply chain approach.

Technology & Intellectual PropertyLocal Roots develops and integrates its technologies into automated modular TerraFarms that efficiently grow produce in a responsible way. Key areas of technological development include:

  1. solid state lighting, automation,
  2. robotics, computer vision,
  3. machine learning, plant science,
  4. breeding, growing recipes tailored for optimal yields,
  5. nutrient content, and unique flavor profiles.

Each crop grown in a TerraFarm uses precise growing proprietary algorithms that have been developed through repeated trials and advanced data analytics. Crops are monitored automatically and the TerraFarm is adjustable via mobile device. This allows TerraFarms to adaptively modify growing environments and ensure crop health at all times. New growing algorithms and standard growing procedures are continually developed by our R&D team. Updates are released in real time through our proprietary LocalX software platform.

Potential Backlog and PipelinePrior to ceasing company operations the Company had a strong sales pipeline for significant volume.  This information is available in the Due Diligence Data Room, and is subject to an NDA.

Reasons why LRF’s assets are attractive

  • Attractive Growth Industry with clear, unmet customer demand:
  • 4 patents filed with the USPTO and 1 international PCT application
  • Pioneer of “Produce Purchase Agreements,” which could revolutionize the way produce is purchased, and enabling established project equity and project finance to enter the sector.
  • Clear path to attractive margins
  • Market Position: LRF is the first modular indoor farming company to commercialize products in the mass market.
  • Best in Class Technology: LRF’s proprietary TerraFarm technology is the proven leader in the modular indoor farming industry.
  • Excellent Relationships: LRF’s strength has always been predicated on strong relationships, especially with its well respected investment grade customers, Walmart & Sysco.
  • Diversified Base of CustomersLRF works with the world’s largest produce buyers in two diverse market segments; mass market CPG retail (Walmart) and large scale food service distribution (Sysco).
  • Opportunity for Future Growth:Opportunities for growth can be realized by fully exploiting the market need for resilient and co-located food production


Local Roots Farms’s Assets

The company’s assets are contained in the following:

  1.  Patents, Processes, Patent Applications and Trademarks.
  2.  Significant intellectual capital, know-how and trade secret growing algorithms.
  3.  Significant know-how and expertise of botany & agronomy.
  4.  Experience from engineering to technology development to plant science to consumer-packaged goods delivered to mass market retail.
  5. Proof of concept with validation from Walmart & Sysco.
  6.  Fixed assets which includes the company’s proprietary TerraFarm technology modular farming systems (refer to fixed asset document attached

The assets of LRF will be sold in whole or in part (collectively, the “ LRF Assets”). The sale of these assets is being conducted with the cooperation of LRF.  LRF and its consultants will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. 

Management:

Eric Ellestad, Founder and CEO: Entrepreneur, investor, and technology commercialization specialist in food, water, energy, perishable logistics, and supply-chain innovation.

Brandon Martin, VP Business Development: Entrepreneur, tenured executive leader and business development strategist with over 15 years of experience building teams, developing strategic partnerships and driving revenue growth.

Christ Holtam, Director of Horticulture: Chris leads R&D within our TerraFarms: including plant propagation, crop production, breeding, and genetic engineering. Prior to Local Roots, Chris was the head grower at Hollandia Produce, LP.

 

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreeent (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”).  Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the LRF Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of LRF, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither LRF nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same. 

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the LRF Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 12, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

LRF will require the successful bidder to close within 7 business days.  Any or all of the assets of LRF will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the LRF Assets shall be the sole responsibility of the successful bidder and shall be paid to LRF at the closing of each transaction.

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

 

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

Kenneth Hardesty

ken@gerbsmanpartners.com

 

Dennis Sholl

dennis@gerbsmanpartners.com

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

 

Further to Gerbsman Partners sales letter of August 16, 2018 and Update on August 25, 2018 regarding the sale of certain assets of Cibiem, Inc., (“Cibiem”), I am attaching information that is in addition to the sales letter you have received. Attached is the “Table of Contents and Outline” for the Cibiem Data Room.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained in this power point or any information provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit. 

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

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

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

Prior to the bid date of September 21, 2018, and after you receive the draft “APA” (which will be sent after September 4, 2018), I would encourage all interested parties to have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to Cibiem.  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

 

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

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

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

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent.  This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

The Bidding Process for Interested Buyers

 

Interested and qualified parties will be expected to sign a nondisclosure 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 Cibiem 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 Cibiem, 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 Cibiem 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 Cibiem Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 21, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable.  All bids must be accompanied by a refundable deposit check in the amount of $200,000 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

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

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

 

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

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