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Posts Tagged ‘Date Certain M&A’

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

Further to Gerbsman Partners sales letter of December 13, 2016 regarding the sale of certain assets of Rio Grande Neurosciences, Inc.. (“RGN”), I am attaching the Asset Purchase Agreement (“APA”) that is required with any bid, for interested parties bidding on the assets and IP of RGN. Also, I am attaching an “Executive Summary” that supplements the detailed information in the sales letter you have received and an updated “NDA” (Exhibit A).

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 RGN to solicit interest for the acquisition of part or substantially all of RGN’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “RGN Assets”).

Any and all the assets of RGN 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 January 24, 2017, I would encourage all interested parties to have their counsel speak with Anthony A. Adler, Esq. of Mitchell Silberberg & Knupp aaa@msk.com at 310 312 3186– regarding reviewing and negotiating the attached “APA”. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”.

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 RGN’s Assets has been supplied by RGN. 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 RGN’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the RGN 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 RGN and Gerbsman Partners. Without limiting the generality of the foregoing, RGN and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the RGN 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 RGN 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 RGN Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Monday, January 24, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) 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 an identifiable way. Specifically, RGN’s three core assets, multicoil transcranial magnetic stimulation, pulsed electromagnetic field technology, and closed-loop transcranial electrical stimulation platform, can be bid on in whole or in part.

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 Rio Grande Neurosciences, Inc.). The deposit information will be supplied in the next “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.

RGN 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.

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

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

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

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

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Good morning.

In considering the “Date Certain M&A” of InterValve, Inc., I have attached a presentation from InterValve “Does BAV (“Bicuspid Aortic Valvuloplasty”) Work.

Also, in the Oct 11th, 2016 issue of JACC (“Journal of the American College of Cardiology”), Dr. John Carroll from the University of Colorado published an editorial on a recent TAVR study which I think will be of interest to potential bidders.

Click on this link for the editorial: https://content.onlinejacc.org/article.aspx?articleID=2557468

What is of interest is the excellent job Dr Carroll does in framing the issues anticipated by the surging number, literally millions, of symptomatic calcified aortic stenosis (AS) patients in the near future. Driven by the aging population, Dr Carroll terms the trend a “second tsunami” of AS patients which challenges the current treatment options.

Balloon aortic valvuloplasty (BAV) could/should/will play a role in managing these patients particularly given the V8 technology. Up to now, BAV has been poorly utilized. With the significant change in aortic valve area that the V8 provides over conventional balloons, physicians could revisit the role of BAV in managing these patients.

Mark Ungs, CEO of InterValve, Inc. is available, along with the Gerbsman Partners team to discuss in greater detail and set up due diligence, if appropriate.

Also, please see below information on “The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of InterValve, Inc.

Best regards

Steve Gerbsman

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

Further to Gerbsman Partners Update on October 16, 2016 regarding the sale of certain assets of InterValve, Inc. (“InterValve”), I am attaching the Asset Purchase Agreement (“APA”) that is required with any bid and refundable wire transfer information for interested parties bidding on the assets and IP of InterValve.

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 InterValve, Inc. (http://intervalveinc.com) to solicit interest for the acquisition of all or substantially all of InterValves’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “InterValve Assets”).

Any and all the assets of InterValve 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 November 16, 2016, I would encourage all interested parties to have their counsel speak with William Kaufman, Esq. of Fox Rothschild LLP – wkaufman@foxrothchilds.com at 612 617–7485 regarding reviewing and negotiating the attached “APA”. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”.

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 InterValve’s Assets has been supplied by InterValve. 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 InterValve’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the InterValve 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 InterValve and Gerbsman Partners. Without limiting the generality of the foregoing, InterValve and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the InterValve 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 InterValve 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 InterValve, 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 InterValve 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 InterValve Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than November 16, 2016 at 3:00 p.m. Central Standard Time (the “Bid Deadline”) at InterValve’s office, located at 2445 Xenium Lane North, Plymouth, Minnesota 55441. 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 InterValve fixed asset list may not be complete and Bidders interested in the InterValve’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 (payable to InterValve, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.

InterValve 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.

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

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Date-Certain M&A of Compliance and Process Manufacturing Analytics Company with World-Class Clients

Vigilisitcs, Inc., a leading manufacturing analytics software company, has retained Gerbsman Partners to solicit interest for the acquisition of all, or substantially all of, the Vigilsitics’ assets, including its intellectual property. Incorporated in 2005, Vigilistics is a privately held company located in California that provides compliance and data analytics solutions to the food processing industry. The business operates under a recurring revenue model, is generating revenue from some of the largest and most prominent food and beverage (F&B) processing companies in North America, including recent new wins of F&B Top 50 customers, and it is poised for expansion.

Vigilistics drives quality, profitability and sustainability for F&B processors, with affordable software solutions for monitoring, analyzing and reporting process operations.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to drive quality, profitability and sustainability. With over 180 facilities in the United States, Vigilistics’ existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total market

The sale is being conducted with the cooperation of Vigilistics. Vigilistics and its employees will be available to assist the purchasers with due diligence and assist with a prompt and efficient transition.

 

For additional information, please contact Gerbsman Partners for Vigilistics May 2016 pdf – detail sales letter, plus summary of 4 patents and NDA.

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

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 Vigilistics’ Assets has been supplied by Vigilistics. 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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

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

Incorporated in 2005, Vigilistics, Inc. is a privately held company located in southern California that has raised over $11 million in venture capital. Vigilistics is leading the ‘big data’ revolution in food and beverage processing, with patented software solutions that monitor, record and analyze the huge volumes of hard-to-reach process data, to deliver actionable real-time intelligence to managers.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to operate more efficiently and effectively. With over 180 facilities in the United States, existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total worldwide market.

Vigilistics’ assets are attractive for a number of reasons:

· Multi-billion-dollar market
· Four US patents issued
· FDA-validated software (FDA.gov link to letter)
· Product ‘portfolio’ on top of common platform, with modules for collection and analysis of process data from virtually every area of the manufacturing facility
· Privately held, venture backed company, over $8 million invested in technology
· Three complete solutions now generating revenue at eight world-class food and beverage customers, including Nestle, Alta Dena, Leprino, Kroger, and Rich Products Corp.
· Traceability solution (the ‘killer app’) currently in alpha testing
· SaaS recurring revenue model
· Generating revenue
· Opportunity for significant ‘organic growth’ and recurring revenue at existing customers: $8m – $12m annual (potential)
The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to Kevin Berggren, Attorney at Law, Stradling, Yocca, Carlson & Rauth, P.C.,4365 Executive Drive, Suite 1500, San Diego, CA 92121. The deposit will be held in trust by Company’s counsel. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

Vigilistics 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.

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

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Date Certain M&A of Raydiance, Inc., its Assets and Intellectual Property

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

The sale is being conducted with the cooperation of Raydiance.  Raydiance and its employees will be available to assist purchasers with due diligence and assist with a prompt transition.

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to the Raydiance Assets has been supplied by third parties and obtained from a variety of sources. 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 Raydiance or Gerbsman Partners (or their respective directors, officers, staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), 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.

The Company, Gerbsman Partners, and their respective directors, officers, 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 Raydiance’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Raydiance 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, Gerbsman Partners or Raydiance. Without limiting the generality of the foregoing, the Company, Gerbsman Partners, and their respective directors, officers, staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Raydiance 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 Raydiance’s or Gerbsman Partners’ prior consent.

SUMMARY OF HISTORICAL INFORMATION

Raydiance develops, manufactures and markets precision manufacturing solutions enabled by femtosecond laser technology. The company’s one step all-laser solutions optimize factory work flow, beyond material processing and handling, to radically improve production efficiency and quality with unmatched part-to-part consistency, higher yields and lower costs. Raydiance solutions are deployed in factories of Fortune 500 companies worldwide and readily integrate into customer manufacturing lines or R&D environments, delivering rapid prototyping and transfer to production.

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Production Machine

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Raydiance Femtosecond Laser

Raydiance originated from a DARPA-funded research project at the University of Central Florida. Initial external funding came from entrepreneur Barry Schuler (former AOL CEO), who was recruited by DARPA to commercialize the technology. In 2007, the company moved its headquarters to Petaluma, CA where it is currently occupies a 40,000 ft2 facility. In the course of the last ten years the company has raised $80M in five rounds of financing from prominent investors including DFJ, DFJ Growth and Samsung Ventures. Headcount currently totals 61 full-time employees. The management team and Board of Directors is compromised of:

Executive Management Team Board of Directors
Richard Pierce – President & CEO

Barry Schuler, Chairman, Managing Director, DFJ Growth

John H. N. Fisher, Managing Director, Draper Fisher Jurveston

Jeff Safchik – MD, Greenstreet Partners
William R. Beyer – COO/CFO
Keith Morton– Senior Vice President, Sales
Tim Flood – Vice President, Engineering
Dr. Steve P. Sapers – Vice President, Operations
Dr. Sri Srinivas – SVP, Business Development

Raydiance reported revenue in 2014 of $11m and forecasts 2015 revenue of $21M. The chart below gives a historical perspective of Raydiance bookings and billings (revenue) growth.

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The Company’s business model is product sales-based with ASPs ranging from $275,000 to over $1,000,000. The Company’s product portfolio spans three primary categories: standalone lasers (~$275,000), to laser with beam delivery rail and software (~$525,000) through full production systems (>$1,000,000).

The Xompany is recognized as a pioneer in two key aspects of laser-based micro-machining:

1) development of the world’s first highly reliable, fiber-based commercial grade femtosecond laser and;
2) a world-class applications team that combines knowledge of femtosecond laser programming with the physics of material science to produce economical solutions in automotive, medical and consumer applications.

UnknownHow Femtosecond Lasers Improve Precision Manufacturing

A femtosecond is one quadrillionth of a second. In the world of ultrafast lasers for material processing, light pulsed in the femtosecond regime (meaning pulses that are faster than 1 picosecond) deliver energy without imparting heat, this is athermal ablation.

Femtosecond laser technology enables all-laser precision manufacturing, which eliminates the need for post-processing (such as grinding, etching, sanding or polishing) and greatly reduces operating expenses while significantly improving yields. Manufacturers can simplify and optimize factory workflow to reduce cost and accelerate time-to-market for new innovations. Femtosecond all-laser processing enables utilization of both new product designs and previously difficult to economically process materials, such as metal alloys, brittle materials (Gorilla® glass or sapphire), heat sensitive polymers and other composite materials.
Target Market Opportunity, Focus and Applications

Precision micromachining markets span a wide variety of market segments where precision defines the products. This is true for semiconductors, medical devices, aerospace, automotive and many consumer devices. Also, the world of ophthalmics and precision jewelry and watches depend on very precise processing or machining. In aggregate, the annual worldwide manufacturing market is over $100B with precision micromachining making up approximately 10% of this total or just short of $10B. The opportunity is very large however success depends on focus.

Raydiance elected to focus in three micromachining segments: medical, automotive and consumer. This focus is driven by market size and the economic advantages made possible with femtosecond laser-based processing.

Raydiance has established a defensible position in each of these segments by leveraging its unique applications expertise to develop trade secrets and know-how for complete turnkey solutions for customers in each of the segments outlined below. The common theme in all of these application areas is that laser processing allows for single step machining. In other words, traditional mechanical machining or even other laser processing leaves a rough surface after drilling, milling or cutting. These rough surfaces demand multiple steps and techniques (grinding, polishing, chemical etch) to achieve desired surface quality for precision parts. Femtosecond laser processing achieves desired surface quality in a single step – a major element of the value proposition.

Medical ApplicationsUnknown Implantable medical devices including metal (nitinol) and polymer (plastic) stents [picture], heart valves, catheter guide wires and surgical needles. Intricate patterns never before achieved have advanced the efficiency of heart stents helping to prolong and save lives. Femtosecond-based laser machining take a metal or polymer tube and cut the intricate patterns in a single pass yielding substantial cost savings.

Automotive Applications: UnknownFuel injector spray nozzles depend on very precise holes that determine the efficacy of both fuel economy and emissions of all engine types, be it automotive, marine, or industrial. Femtosecond-based laser machining is advancing the state of the art by allowing for different shape holes and fashioning the entrance and exit of holes. Instead of making smaller and smaller holes the shape of the holes is now allowing manufacturers to meet government regulations more efficiently.

Consumer Applications: UnknownGorilla Glass™ cutting for smartphones and tablets is a $15B standalone business today. The precision of cut glass edges determines the strength of glass and its tendency to break: a very important quality for all mobile devices. Femtosecond-based laser machining provides single cut quality eliminating the need to polish surfaces. Further, new so-called 3D or shaped glass is very well suited to the flexibility of laser-based cutting.

Customers
Raydiance has strong customer relationship with blue-chip customers across the focus market segments that the company serves. With over 150 systems shipped or installed worldwide, the company is a worldwide leader amongst ultra short-pulse femtosecond suppliers.

In the medical segment, the Company services eight (8) of the top twenty (20) medical device manufacturers worldwide.   Customers will be disclosed upon execution of a nondisclosure agreement.

In the automotive segment, the Company serves six (6) of the top twelve (12) automotive parts suppliers or manufacturers worldwide.  The Company has recently achieved an applications breakthrough to uniquely and efficiently micromachine diesel fuel injectors holes and has pending designs wins with diesel-focused customers.

In the consumer segment, the company serves some of the largest customers including Samsung.   The applications focus is on glass cutting and display repair.

A key factor in Raydiance’s success is the Company’s end-to-end customer support throughout the sales process, providing consultative services for customer application problems and refining or optimizing the efficiency of the machining process. Installation / post-installation support is also an important customer satisfaction element since the Raydiance laser is designed for remote monitoring and diagnostics through an Ethernet connection. Many customers appreciate the preventive maintenance service that can be performed “over the wire.” Raydiance’s knowledgeable team of scientists, who come from an assortment of research disciplines, can provide knowledgeable insight and have “inventioneered” multiple industry applications.

Summary of Intellectual Property

The intellectual property of the Company consists of 33 issued patents and 20 pending patents reflecting a first-to-market position. The patent strategy is both defensive and offensive. The defensive aspect is focused on what’s inside the laser whereas the offensive aspect involves patenting the processing and application know-how that allows the Company to charge for the value that is generated by its applications engineers. The Company’s offensive strategy is designed to not only protect Raydiance’s market leading position but to support the company’s ability to charge a license fee for application knowledge contained in its software embedded in products. The Company includes a royalty free software license with products sold but reserves the right to charge a future recurring revenue stream based on the development of IP for its applications.

 Category                        Issued     Pending    Total

Total                                  33                 20              53

 

Raydiance Patent Summary

In addition to granted patents and patents pending the company has accumulated 230 patentable trade secrets and know-how that are documented in a “Records of Invention” or ROI database. The ROI’s represent the following categories.:

Ultra-short Pulsed Lasers –   178

Consumer Electronics – 24

Medical – 12

General Micro-machining – 11

Automotive –  4

Spectroscopy–  1

Total =230

Summary reasons why the assets are attractive:
1.  Large Market Opportunity – The need for precision manufacturing is growing especially given the need for smaller, lighter cheaper consumer devices. The consumer segment alone is forecast to be a $2.5B market opportunity for precision glass cutting in the next five years.
2.  World class application know-how – Raydiance built a best-in-class applications development team that distinguishes the Company from all other laser manufacturers. Applications knowledge turns standalone lasers into useful, ready-to-use tools.
3.  World class fiber-based laser design and manufacturing capability – Raydiance possesses unique knowledge in what is required to design, build and service fiber-based femtosecond lasers.

4.  Diversified Base of Customers – Raydiance laser-based systems are used in three primary market segments (medical, automotive and consumer) that represents manufacturing application diversity. This diversity also creates cross-selling opportunities between the market segments and customers.

5.  Broad, highly defensible patent portfolio – The Company employs a highly defensible IP strategy, with 33 patents awarded and 20 patents pending in areas related to applications know-how, short pulse technology and power / form factor.

Detailed reasons why Raydiance assets are attractive are:

Raydiance has transformed or pivoted from being a pure laser manufacturer to a company that now delivers the much more than “just the laser.” The Company delivers turnkey packages of ingredients that make femtosecond lasers useful tools. The analogy being that a microprocessor or CPU is a very powerful semiconductor device but unless housed in a smartphone, tablet or personal computer the capabilities remain “untapped.”

The same is true with femtosecond lasers and the programming required to unleash the capabilities for solving unique material problems or precision part fabrication. This programming coupled with the right beam delivery approach is key to the company’s application approach. Depending on the specific application, the package elements vary.

The key elements include the laser, the optics (may include a scanner) to direct the beam, the part holding capability and ultimately the software programming that transforms a standalone laser into an integrated factory floor ready production tool. Raydiance recognized early that to harness the market opportunity one needs to provide turnkey solutions (full packages for customers). Customers are willing to pay for these solutions and prefer turnkey solutions as opposed to needing to contracting/hiring/outsourcing the design and problem-solving aspect of harnessing femtosecond technology.

This unique market approach is what distinguishes Raydiance and leads to these reasons for why the assets are attractive. The timing of the release of subsequent purchase orders under a major customer supply agreement has lead to working capital constraints and the opportunity to acquire all or a portion of Raydiance’s assets to be sold. The acquisition of these assets can enable the purchaser to realize significant short and long term value from the Raydiance assets as Raydiance maintains the ability to quickly scale within the context of sufficient working capital and a stronger balance sheet.

· Large Market Opportunity – The need for precision manufacturing is growing especially given the need for smaller, lighter cheaper consumer devices. The market for laser-based solutions is a subset of the $100 billion industrial manufacturing market and comprised $8.8B in 2014. Worldwide laser sales are projected to increase 6.2% in 2015, reaching a total market size of $9.3B, of which industrial laser material processing is expected to be $2.5B(1). In addition, consumer segment alone is forecast to be a $2.5B market opportunity for precision glass cutting in the next five years.

(1): Strategies Unlimited: “The Worldwide Market for Lasers: Market Review and Forecast 2014”

· World class application know-how – Raydiance has built a best-in-class applications development team that distinguishes the company from all other laser manufacturers. Applications knowledge turns standalone lasers into useful, ready-to-use tools: a fact cherished by Raydiance customers and a primary reason for Raydiance’s market leading position. In addition to building the world’s most commercially reliable fiber-based femtosecond laser, Raydiance has assembled a team of highly skilled optics, material science and machine building expertise that is able to rapidly solve customer problems and provide them a turnkey solution to meet customer requirements.

· World class fiber-based laser design and manufacturing capability – Raydiance possesses unique knowledge in what is required to design, build and service fiber-based femtosecond lasers. The company pioneered the use of real-time computer-controlled pulse stabilization and control, and the amplification techniques to achieve efficient use of fiber for high power, ultra-short pulsed lasers.

· Diversified Base of Customers – Raydiance laser-based systems are used in three primary market segments (medical, automotive and consumer) representing manufacturing application diversity. The diversity also creates cross-selling opportunities between the market segments and customers. Customers are highly dependent on the Raydiance technology today in critical applications where there is no other economical means to produce such high-precision parts is available.

· Broad, highly defensible patent portfolio – The company owns a highly defensible IP strategy, with 33 patents awarded and 20 patents pending in areas related to application development, short pulse technology and power form factor. The company has a long standing history of discoveries and inventions that are pushing the adoption of femtosecond laser technology into a broader set of applications in each of the target market segments.

To learn more about the Company’s technology or products, click on the following links.

1. Precision Machining without Heat – a white paper on the physics of no heat machining.
2. Medical Applications Overview – learn about the economics of femtosecond processing in the medical implantable device market segment.
3. Laser Spec Sheet – an overview of the technical aspects of the key component of Raydiance solutions.
4. R-Drill Spec Sheet – learn how Raydiance packages the needed pieces together to turn a standalone laser into a useful tool.

Safari does not work with the above links

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 Raydiance 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 Raydiance, 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 Raydiance 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 Raydiance Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday,  July 9, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Raydiance office, located at 1450 North McDowell Blvd., Petaluma, CA 94594. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Raydiance’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

Raydiance reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.

Raydiance will require the successful bidder to close within a 7 day period. Any or all of the assets of Raydiance 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 Raydiance Assets shall be the sole responsibility of the successful bidder and shall be paid Raydiance at the closing of each transaction. For additional information, please see below and/or contact:

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

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

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

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of AxioMed Spine Corp.

Further to Gerbsman Partners previous e-mail and sales letter of October 2, 2014, regarding the sale of certain assets of AxioMed Spine Corp., (AxioMed), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of AxioMed execute and deliver in connection with such transaction. The AxioMed Assets have been previously supplied, as outlined in AxioMed sales letter. Ken, Jim and I will be following up to review the Bidding Process.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Venture Lending & Leasing VI, Inc. and Venture Lending & Leasing VII, Inc. (together “WTI”), the senior secured lender to AxioMed Spine Corp., (“AxioMed”), (http://www.axiomed.com) to solicit interest for the acquisition of all or substantially all of AxioMed’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “AxioMed Assets”). Please be advised that the AxioMed Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the AxioMed Assets will receive all of AxioMed’s right, title, and interest in the purchased portion of WTI’s collateral, which consists of substantially all of AxioMed’s assets, as provided in the Uniform Commercial Code.

A portion of the fixed asset list is subject to a secured lien by the Ohio Department of Development- Innovation Loan Fund. Please review the fixed asset list regarding this equipment and bid for this equipment separately. There is no guarantee that the Ohio Department of Development – Innovation Loan Fund will accept any bid.

Any and all the assets of AxioMed 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 October 31, 2014., I would encourage all interested parties to have their counsel speak with Jeffry Klugman of Greene Radovsky Maloney Share & Hennigh LLP, counsel to WTI. (phone 415 505 9651 or 415 981 1400; email jklugman@greeneradovsky.com). He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.

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 AxioMed 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 WTI, Gerbsman Partners, or AxioMed, 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 WTI, AxioMed, 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 AxioMed Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, October 31, 2014 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at AxioMed’s office, located at 5350 Transportation Blvd., # 18, Garfield Heights, Ohio 44125. Please also email steve@gerbsmanpartners.com with any bid. Please bid on the fixed assets that are secured by the Ohio Department of Development- Innovation Loan Fund separately. Detail information is available in the due diligence room.

Bids should identify those assets being tendered for in a specific and identifiable way. A portion of the fixed asset list is subject to a secured lien by the Ohio Department of Development- Innovation Loan Fund. Please review the fixed asset list regarding this equipment and bid for this equipment separately.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (payable to Venture Lending & Leasing VII, Inc. or such other payee as WTI may advise). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

WTI reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.
WTI will require the successful bidder to close within a 7 day period. Any or all of the assets of AxioMed 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 AxioMed Assets shall be the sole responsibility of the successful bidder and shall be paid to WTI at the closing of each transaction. For additional information, please see below and/or contact:
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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San Francisco, August 2014

Successful “Date Certain M&A” of ClearEdge Power, LLC, its Assets and Intellectual Property to the Doosan Corporation. Gerbsman Partners, Financial Advisor

Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, Managing Principal and James Skelton, member of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for ClearEdge Power, LLC, (http://clearedgepower.com) through a 363 Chapter 11 sale to the Doosan Corporation (http://doosan.com).

Gerbsman Partners provided Financial Advisory leadership to ClearEdge Power, LLC, through the Chapter 11 process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale. Due to market conditions, the board of directors of ClearEdge Power made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1.  Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management, Advisors and the Chapter 11 process;
4.  Communications with the Board of Directors, senior management, senior lenders, creditors, vendors and all stakeholders in interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 83 Technology, Life Science, Medical Device, Solar, Fuel Cell and Digital Marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

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

GERBSMAN PARTNERS
Phone: +1.415.456.0628, Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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Sale of ClearEdge Power, Inc.

On May 1, 2014, ClearEdge Power, Inc. (“ClearEdge”) and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory and work-in-progress located at Clear Edge’s various facilities.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. It is anticipated that the Bankruptcy Court will approve certain sale procedures within the next 30 days and sale procedures will set forth when and how bids, will be submitted, deposit requirements and if the bids are subject to overbids. Sale Procedures will be provided to interested parties as soon as they become available.

ClearEdge will use its best efforts to make its employees available to assist potential purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to the ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. 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 and agents, (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 ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “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 Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s 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. Footnote (1)

SUMMARY OF HISTORICAL INFORMATION

ClearEdge Power, Inc. (“ClearEdge” or the “Company”) designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. The Company’s PureCell® fuel cell systems operate continuously in parallel with the electric utility, converting natural gas to electricity and useful heat through an ultra-clean electrochemical process. The PureCell systems can also continue to operate during a utility grid outage or, if appropriately configured, independent of the grid, providing a highly reliable source of electricity and heat to the customer’s facility. The Company’s value proposition for its customer base features three key elements: reduced utility expenses with an attractive economic payback, improved corporate sustainability through reduced greenhouse gas emissions, and highly reliable backup power capability to keep critical operations running.

ClearEdge fuel cell systems are based on an advanced and proven phosphoric acid fuel cell (“PAFC”) technology that features an industry-leading 10-year cell stack life. The Company manufactures and sells two systems that share common fuel cell stack components: a 5kW model (“PureCell® Model 5”) and a 400kW model (“PureCell® Model 400”). The individual systems can be combined with like power systems to scale to the ideal amount of power generation for the end user. The Company’s fuel cell solutions evolved from a 200 kW fuel cell power plant, the PureCell® system Model 200, that was in production from 1991 to 2008 and was installed at over 260 sites worldwide.

A major component of the Company’s business is providing comprehensive service for a fleet of over 125 operating fuel cell systems. All systems are remotely monitored 24/7 and the Company has developed a leading-edge prognostics health management system to identify potential problems, and corrective actions, before they occur. With over 11 million operating hours, more than 2 billion kWh of generated electricity, and a current fleet availability of 98%, ClearEdge’s fleet of phosphoric acid fuel cells has demonstrated world-class reliability and durability.

ClearEdge is headquartered in Sunnyvale, CA, and has a major engineering and manufacturing operation in South Windsor, CT and an engineering facility in Hillsboro, OR. In February 2013, ClearEdge acquired UTC Power, Inc., (“UTC Power”), formerly a subsidiary of United Technologies Corporation. ClearEdge acquired UTC Power largely to leverage advanced fuel cell technology, in which UTC Power invested nearly $1 billion over a 50-year period. The Company’s management team is made up of proven executives from the energy and high tech sectors. To date, over $130 million has been invested in ClearEdge and its Assets and Intellectual Property.

Target Markets:

The Company targets end user market segments that derive value from one or more of the following key product features: 1) continuous, highly-available power, such as telecommunications operations, data centers, high-technology industrials, supermarkets and hospitals, 2) highly-efficient, low cost electricity and heat, such as corporate campuses, mixed-use developments, multi-family housing, universities and schools, 3) ultra-clean, highly-reliable, continuous-duty distributed power, such as highly constrained utility territories, developing nations in need of massive power infrastructure development and markets that consider fuel cell power renewable such as South Korea and several U.S. states.

The geographic markets in the U.S. include states and utility regions that have a combination of high electric rates, low gas prices, and financial incentives that support the installation of fuel cells – currently California and the northeast and mid-Atlantic states. The Republic of South Korea is also a significant geographic market for ClearEdge fuel cells due to an on-going government initiative to motivate the installation of clean, distributed power.

Customers:

ClearEdge has strong customer relationships with blue-chip customers across a variety of vertical markets. A key factor in ClearEdge’s success has been the Company’s end-to-end customer support throughout the sales process, providing consultative services on applications and site design, turnkey project management and installation services, and comprehensive equipment services covering all aspects of the fuel cell system’s operation.

ClearEdge’s customers span a wide range of commercial and industrial sectors and include: Verizon, Samsung, CBS, First National Bank, Whole Foods Market, Coca-Cola, University of Connecticut, Saint Francis Hospital, Adventist Health, and Roche Pharmaceuticals. The Company also has several important utility customers including San Diego Gas & Electric and New York Power Authority in the U.S., and, GS Power, SK E&S, and Korea Southeast Power in South Korea. ClearEdge also has a field trial with BP in operation to power natural gas wellheads.

Intellectual Property:

As a result of over 50 years of fuel cell research and development, with nearly $1 billion of investments by UTC Power’s former parent United Technologies; ClearEdge has amassed a substantial body of intellectual property in the form of patents, trademarks, know-how and trade secrets. The Company currently has a total portfolio of 289 issued and pending patents and exclusive licenses. (see attached Patent and Licensing list).

The key intellectual property lies in the design, manufacture and operation of the fuel cell stack, as well as the design and integration of the highly efficient and complex fuel processing system. The Company’s intellectual property also includes the sophisticated embedded software control system that monitors and controls every aspect of the system. Key know-how exists for manufacturing methods, component design, system design, maintenance and serviceability, and applications such as fuel processing of biogas and digester gas. The Company has an exclusive license to patents that cover stationary solid oxide fuel cell (SOFC) and PEM fuel cell technology.

Current Situation:

ClearEdge has historically experienced strong growth and has been the leader in the field of stationary fuel cell systems. However, recent working capital constraints have created the opportunity for all or a portion of ClearEdge’s assets to be sold. The acquisition of these assets can enable the purchaser to realize significant short- and long-term value from the ClearEdge’s assets as ClearEdge maintains the ability to potentially scale within the context of sufficient working capital and a stronger balance sheet.

Financial data for ClearEdge is available during due diligence and is subject to an NDA.

The reasons why ClearEdge’s assets are attractive are:

1. Attractive Growth Industry – Distributed generation, clean energy industry which is experiencing tremendous growth due to the cost, environmental impact, and unreliability of the traditional utility service. ClearEdge’s proven, industry-leading fuel cell technology positions it for potential growth as the market for clean, distributed energy generation solutions continues to expand rapidly, as evidenced by Navigant Research’s projection for the stationary fuel cell market to grow at a CAGR of about 40% through 2018.

2. Market Position: ClearEdge is the only stationary fuel cell company that holds a significant share of the stationary fuel cell business in both major fuel cell markets of the U.S. and South Korea, and has the broadest range of solutions from residential to utility-scale applications.

3. Best in Class Technology – ClearEdge’s PAFC technology is the proven leader in cell stack durability (10 years) and system availability (98%), while maintaining competitive leveled cost of energy generation.

4. Excellent Relationships – ClearEdge’s strength has always been predicated on strong relationships, especially with its customers, with whom ClearEdge maintains long-term service agreements.

5. Diversified Base of Customers – ClearEdge has sold over 500 fuel cell systems in a wide range of commercial, industrial, institutional, residential and utility markets across a wide variety of geographies in the U.S. and South Korea. This allows the Company to avoid fluctuation in its revenues caused by adverse changes affecting any particular industry.

6. Third Party Financing Options – ClearEdge has worked with a group of outside financing sources for it product line.

7. Opportunity for Future Growth – Opportunities for growth can be realized by fully exploiting the market need for clean, continuous, reliable power solutions, and in taking advantage of the Intellectual property contained within its patent portfolio.

8. Potential Backlog and Pipeline: Prior to ceasing company operations, the Company had a strong sales pipeline for significant volume, in addition to a significant number of executed long-term service contracts. This information is available in the Due Diligence Documentation, and is subject to an NDA.

Management Team at ClearEdge (for information purposes only)[2]:

David Wright – President & Chief Executive Officer – David Wright is the President and Chief Executive Officer of ClearEdge. Prior to joining ClearEdge, he served as Chief Executive Officer and Chairman of GridIron Systems from February 2010 to July 2011. Prior to that, David was Chairman and CEO of Verari Systems from July 2006 to November 2009. He was Executive Vice President, Office of the CEO, Strategic Alliances and Global Accounts at EMC Corporation from July 2004 until August 2006. From October 2000 to July 2004, he served as President, Chief Executive Officer and Chairman of the Board of Legato Systems before EMC acquired the company in 2004. Prior to joining Legato, David had a 13-year career with Amdahl Corporation, where he had served as President and Chief Executive Officer from 1997 to 2000. Before joining Amdahl, David spent 11 years with IBM, serving in a variety of staff and management positions. David graduated from Xavier University with a BS in physics and a minor in mathematics.

Neal Starling – Executive Vice President, Sales, Marketing & Installation Services Neal Starling joined ClearEdge as the Vice President of Sales and Marketing in January 2012. Neal has more than 25 years of leadership experience in the power and electronics business. Prior to joining ClearEdge, Neal managed the Electrical Distribution Channel and held the position of Vice President and General Manager for the Energy Division in North America for TE Connectivity, a $12 billion global company in the energy, consumer electronics, healthcare, automotive, aerospace and communications industries.

Neal has also held senior sales, marketing and general management roles for Emerson, Edison International and Entergy Corp, achieving the highest revenue growth and profitability levels across multiple divisions. Neal is a graduate of Troy University and Executive programs at the University of Michigan – Stephen M. Ross School of Business.

Gloria Fan – Chief Financial Officer Gloria Fan brings in 20 years of experience in providing financial, operational and business leadership to high technology companies to her position as Chief Financial Officer at ClearEdge. Prior to joining ClearEdge in 2013, Gloria worked at Pinecone Energies, where she worked to develop Pinecone’s business model, raised capital and assisted one of Pinecone’s portfolio companies in building an infrastructure and prepare its IPO.

Prior to Pinecone Energies, Inc., Gloria worked for Bridgelux as CFO for four years. She raised over $60 million for Bridgelux and participated in the strategic development of company’s business. Prior to Bridgelux, she spent 13 years in the telecommunications industry. She worked at UTStarcom as Vice President of Finance and Global Business Operations for seven years. During her tenure at UTStarcom, the company had its IPO and grew its revenue from $186 million to $2.8 billion a year. Prior to UTStarcom, Gloria spent six years in various senior finance positions with P-Com, during which time the company had its IPO and grew its revenue from $4 million to over $300 million a year. Gloria received the “CFO of the Year” award by Silicon Valley Business Journal in 2008.

Zakiul Kabir – Chief Technology Officer Zakiul Kabir joined ClearEdge as the VP of Engineering in March 2006 and currently serves as the Chief Technology Officer. He joined the Company from United Technologies where for more than 13 years he held a variety of engineering and management positions, including head of Systems Engineering for Transportation Applications at UTC Power. His technical expertise include systems design, analysis and integration of PEM and phosphoric acid fuel cells for transportation and stationary applications, fuel processor development, and systems integration.

Zakiul has been awarded several patents. He graduated from City University of New York and Bangladesh University of Engineering and Technology with a graduate and an undergraduate degree in Chemical Engineering. Zakiul also completed the SDM Graduate Certificate Program in Systems Engineering from Massachusetts Institute of Technology.

Dave Anderson – Vice President, Product Management and Strategy Dave Anderson is responsible for Product Management and Strategy for ClearEdge. All product definition, business development and partner activities are focused in his organization. Dave has many years of experience as a high tech executive in complex systems with a full range of products including hardware, software and services. He was SVP and CTO of Amdahl Corporation for many years where he was responsible for all product operations.
Dave also held the position of CEO at numerous companies in various areas of technologies. In recent years, Dave has specialized in working with fast growing companies to create and market products that best fit customer needs.

Sathya Motupally – Vice President, Engineering Dr. Sathya Motupally leads the engineering and technology function at ClearEdge. He has spent the past 12 years developing world class transportation and stationary fuel cell products and solutions. Under Dr. Motupally’ s leadership, the fuel cell team has developed engineering solutions for best-in-class fuel cell reliability, performance while achieving cost reduction. Prior to ClearEdge, Dr. Motupally worked at the Gillette Company where he led a mathematical modeling team tasked with systems research.

Dr. Motupally received his Ph.D. in chemical engineering from the University of South Carolina and an MBA from Carnegie Mellon University. He is an elected member of the Connecticut Academy of Science and Engineering.

Bill Ferone – Vice President, Worldwide Service and Support William “Bill” Ferone joined ClearEdge as Vice President of Worldwide Service and Support in 2013. Bill is an executive with considerable experience in building and managing Field Operations functions from the ground up. He has run Service for Amdahl, Bay Networks and Nortel and a number of start-up companies. At ClearEdge, Bill is responsible for the Worldwide Service and Support team.

Katrina Fritz – Vice President, External Affairs & Corporate Strategy As the Vice President of External Affairs & Corporate Strategy at ClearEdge, Katrina Fritz is responsible for leading the company’s strategic planning and government relations initiatives. She actively represents ClearEdge’s interests in policy and regulatory affairs that impact fuel cells and the clean energy sector. Katrina joined ClearEdge in 2013 with the company’s acquisition of UTC Power. Katrina joined UTC Power in September 2010 after six years with Plug Power, where she was Vice President of Business Development and Government Relations. Before her tenure at Plug Power, Katrina served as Director of Operations for the Wright Fuel Cell Group at Case Western Reserve University. Prior to Case Western, Katrina held positions in marketing and organizational development for SCO UNIX, a software company in Santa Cruz, California and Watford, United Kingdom.

Katrina serves on the Board of Directors of the Fuel Cell and Hydrogen Energy Association, the Connecticut Fuel Cell and Hydrogen Coalition and the Advisory Board to the Pacific Clean Energy Application Center at University of California, Berkeley. She is also an active member and former Chair of the Alliance for Clean Energy New York Board of Directors and the Industry Advisory Panel to the California Stationary Fuel Cell Collaborative Katrina received a BA from the University of Michigan and an MBA from Case Western Reserve University.

Board of Directors:

James Kohlberg – Chairman – Chairman of Kohlberg and Company
David Wright – CEO of ClearEdge
Phil Angelides – Pres. Riverview Capital Investments
Ken DeFontes, Jr – retired CEO of Baltimore Gas and Electric
John Eastburn – Kohlberg Ventures
Andy Geisse – CEO of ATT Business Solutions
Frank Marshall – Partner at Timark LP and Big Basin Partners, x-VP Engineering at Cisco

The Bidding Process for Interested Buyers – To be provided as soon as the process is approved by the United States Bankruptcy Court.

Due Diligence:

Interested and qualified parties will be required to sign a nondisclosure agreement in the form attached hereto as Exhibit A to have access to the due diligence 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 has an opportunity to inspect and examine the ClearEdge Assets and to review all pertinent documents and information with respect thereto; (ii) 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 (iii) 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.

Qualifying to Bid at Auction:

As previously discussed, ClearEdge’s Assets will be sold pursuant to certain sale procedures approved by the Bankruptcy Court. The Sale Procedures will be made available to interested parties as soon as they are approved by the Bankruptcy Court. Please note that at a minimum, the sales procedures will require that 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. In order to qualify to bid at the public auction sale, all initial bids must be accompanied by a refundable deposit check in an amount to be determined by the Bankruptcy Court. Please note that ClearEdge will require that all sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the ClearEdge Assets shall be the sole responsibility of the Successful Bidder.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991
steve@gerbsmanpartners.com

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

James Skelton
(949) 466-7303
jim@gerbsmanpartners.com

[1] INTERESTED PARTIES SHOULD SATISFY THEMSELVES THROUGH INDEPENDENT INVESTIGATIONS AS THEY OR THEIR LEGAL AND FINANCIAL ADVISORS SEE FIT. Any sale of the ClearEdge 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 ClearEdge and Gerbsman Partners. Without limiting the generality of the foregoing, ClearEdge and Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge 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.

[2] The biographical information concerning the current management of Clearedge is included for information purposes only. Although this sale is being conducted with Clearedge’s cooperation, this sale is strictly an asset sale pursuant to Section 363 of the United States Bankruptcy Code. Clearedge has no arrangement pursuant to which buyer of the Clearedge assets could be assured of the future services of any Clearedge officers or employees.

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