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Article from GigaOM.

For years little has been known about what stealthy energy data startup C3, founded by Siebel Systems bazillionaire Tom Siebel, has actually been up to. The company has been like a Will Smith summer blockbuster that’s supposed to come out three years from now and will only hint at its plot through artsy abstract trailers. Well, turns out, school is finally out for the summer for C3 — the company has just completed some major milestones for its newly emerged big data energy product, according to Siebel during a talk at the Cleantech Investor Summit on Wednesday.

Siebel, now CEO of the four-year-old startup, said that in September 2012, C3 launched a data grid analytics project for PG&E, which crunched a whole lot of data about commercial and industrial buildings (the kind owned and leased in California by the likes of Cisco, Kaiser Permanente, Safeway and Best Buy). C3′s platform collected disparate data about a half a million buildings, from places like publicly-available data found via Google, to energy consumption data from utilities, to weather data from weather information companies.

The entire project required 28 billion rows of data (at least 8 terabytes) that C3 aggregated, normalized and loaded at 5 million records an hour said Siebel, adding, “this is really hard stuff.” PG&E used this data analytics tool to work with building owners to perform energy efficiency audits in real time for all of the commercial and industrial buildings in its footprint. It was a major success, said Siebel, and in the first few weeks of January of this year PG&E exceeded their energy auditing goal for the entire year.

C3 was also quietly involved in a more high profile big data energy project with GE, which I profiled last week when it launched at Distributech, although at the time I didn’t know C3 was involved. Siebel described the project with GE as “a joint development deal” at grid-scale, trying to solve “petabyte type of problems.” As I reported last week, GE’s Grid IQ Insight software can pull in disparate data from a variety of sources like grid sensors, utility databases and even social media sources on a per second interval basis, and utilities can use the software to peer into their grids, and combat blackouts, in real time.

Siebel says C3 has three of these types of projects live with customers, that combine a big data layer, an analytics layer and a customer presentation layer. The company plans to launch another five projects in 2013 and another five in 2014. Other customers include Entergy, Northeast Utilities, Constellation Energy, NYSEG, Integrys Energy Group, Southern California Edison, ComEd, Rochester Gas & Electric, DTE Energy, as well as GE and McKinsey.

In addition to C3′s commercial and industrial platform it built for PG&E, the company also has developed a residential energy efficiency program, which launched last week, said Siebel. The service, which is in development with Detroit Edison and Entergy, is a loyalty program that gets customers to engage in energy efficiency behaviors in exchange for coupons and points at retailers like Amazon. I’m assuming that this platform has incorporated the technology from the startup Efficiency 2.0 that C3 acquired last Spring. Mailed marketing has long been considered the cutting edge in the utility sector, and “I don’t know if we even get mail at my house,” joked Siebel.

C3 has spent four years, and on the order of $100 million, building the software platform that it is now aggressively selling to utilities and energy vendors. At its core, the C3 platforms use Cassandra for database management system, and all of the applications store all of this data in the cloud, which is a relatively new phenomenon for many utilities to deal with. The company also has some big names as directors, including former Secretary of State Condoleezza Rice, and former Senator and Secretary of Energy Spencer Abraham.

Grid analytics is a sector that is growing 24 percent a year, said Siebel, and C3 intends to be the software layer that sits on top of the grid. He compared the opportunity to “the Internet in 1993.” Siebel, who sold Siebel Systems to Oracle in 2006 for close to $6 billion, is one of the few entrepreneurs in cleantech that would know what that looks like.

Lastly, Siebel said his latest startup endeavor isn’t about saving the world from climate change or reducing carbon emissions, despite the company’s three C’s moniker, and despite the fact that that’s important. Ultimately, he says, “It’s about making money.”

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Article from GigaOm.

The notion that a lot of venture capitalists — and in particular Kleiner Perkins — have lost money on cleantech startups is now officially mainstream news, via a long article published in Reuters this week. The article isn’t inaccurate, but it misses a whole lot of nuances including  the big picture global trends of population growth and resource management, the long term play and some of the newer trends of the cleantech sector, and a few of the more successful companies in Kleiner’s cleantech portfolio.

We’ve been covering this roller coaster ride, and Kleiner’s plays for years. Back in the summer of 2010, I first wrote “Greentech investing: not working for most;” and in early 2012 I wrote pieces on “the perils of cleantech investing,” as well as “We can thank Moore’s Law for the cleantech VC bust.” Last year I wrote “Kleiner Perkins web woes, add greentech,” and Kleiner is not so great at investing in auto tech.

Cleantech Open western regional 2012

The article does have a pretty amazing tidbit in there, that Doerr dipped into his own pocket for the $2.5 million that Miasole needed to make payroll before it was sold to Hanergy. But here are 5 things I think the article missed:

1). The long-term larger risk, but bigger payoff: A lot of the manufacturing and infrastructure-based cleantech startups have been taking longer to mature and reach commercialization than their digital peers, and they’ve also needed more money. But when some of these rare companies actually do reach scale and are successful, they could be massive players with huge markets. It’s just a different kind of betting — think putting a $100 on 22 on the roulette wheel, versus $5 on a hand of poker. A combination of the two — a small amount of the high risk investments, with a larger amount of the low risk investments — could be a good play.

That was one of the reasons why it seems like investor Vinod Khosla is still investing in cleantech startups. Khosla Ventures’ biocrude portfolio company KiOR — which the firm mostly owns – has a potential market that is no less than an opportunity to displace oil in transportation. Imagine if a venture investor owned a big chunk of Exxon Mobil.

KiOR1

2). The bigger trend of population growth and resource management: Many venture capitalists might be steering away from the cleantech investing style of years prior, but the overall global trends that originally drove these early cleantech investments will only continue to grow. These planetary trends aren’t wrong, it’s just that a bunch of the investments that were made weren’t that smart. The world will have 9 billion people by 2050, and energy, water and food will have to be managed much more carefully. The climate is also changing, because too many people are using too many fossil fuel-based resources. Technologies — including IT — that manage these resources and replace them with more sustainable ones will have large markets, particularly in developing countries.WindGoogleLady

3). Beyond venture: For many cases, the cleantech investing model isn’t a fit for venture capital. But that doesn’t mean it’s not a good fit for other types of investors like private equity and project finance. Google has put a billion dollars into clean power projects, because those can deliver relatively safe and decent returns. Corporate investors — like GE or NRG Energy — are putting money into cleantech startups because it’s more than just a return, it’s a strategic investment. Cleantech innovation will also continue to come out of university and government labs and will be spurred along by government support of basic science research. Does cleantech innovation need a cleantech VC bubble to start changing the world?

 

4). Kleiner’s portfolio is more nuanced: The Reuters story accurately pointed out Kleiner’s struggling cleantech companies like Fisker, Miasole, Amonix, and others. And also rightly pointed out how the few cleantech companies it backed that went public — like Amyris and Enphase Energy — are now trading below their IPO prices. But the article didn’t mention the exit of solar thermal company Ausra, and also didn’t name some of the more successful and growing companies in Kleiner’s portfolio like Opower, Clean Power Finance, Enlighted, Nest, and RecycleBank. Opower is the energy software company to beat these days.

Honeywell & Opower's iPad smart thermostat app

Honeywell & Opower’s iPad smart thermostat app

5). Cleanweb: See a trend in Kleiner’s more successful and growing cleantech startups? They’re mostly software and digital based. The latest trend in cleantech VC investing is the so-called “clean web,” or using social, mobile, and software to management energy and other resources. Some of these companies are pretty interesting and inspiring, like crowd-funding solar site Solar Mosaic.

Finally, as a side note, it’s now in vogue to point out how cleantech investors have lost money. Many have. But I think investors that have paved the way for world-changing innovation, and taken large risks to do so, should in part be lauded.

 

Read more here.

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SALE OF Cambridge NanoTech, Inc.

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Silicon Valley Bank (“SVB”), the senior secured lender to Cambridge NanoTech, Inc. (“Cambridge NanoTech”), (http://cambridgenanotech.com) to solicit interest for the acquisition of all or substantially all of Cambridge NanoTech’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Cambridge NanoTech Assets”).

Please be advised that the Cambridge NanoTech Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Cambridge NanoTech Assets will receive all of Cambridge NanoTech’s right, title, and interest in the purchased portion of  SVB’ collateral, which consists of substantially all of Cambridge NanoTech’s assets, as provided in the Uniform Commercial Code.

The sale is being conducted with the cooperation of SVB and Cambridge NanoTech.  Cambridge NanoTech has advised SVB that it will use its best efforts to make its employees available to assist 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 Cambridge NanoTech Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by SVB or 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.

SVB and 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 SVB’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Cambridge NanoTech 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 SVB and GerbsmanPartners. Without limiting the generality of the foregoing, SVB and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Cambridge NanoTech 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 SVB’s Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

SUMMARY OF HISTORICAL INFORMATION[1]

Cambridge NanoTech, Inc. (“CNT”) is a materials science company that designs, develops and manufactures high-performance turnkey equipment for Atomic Layer Deposition (“ALD”) from R&D to high volume production. ALD is a cutting edge thin-film deposition nanotechnology and CNT has dominant market share in the number of ALD R&D systems worldwide – a market that CNT created back in 2003.  CNT’s solutions range from lab-based analytical instruments for research to large-format, commercial production systems for high volume production of films used in various sophisticated electronic components such as micro-electromechanical systems (“MEMS”), semiconductors, optoelectronics, photovoltaics, solar, flat panel displays and advanced biomedical devices, among others. The Company also has a services component to its business, offering materials coatings services, contract R&D, as well as materials science solution consulting services.

ALD is a process by which thin-films, a few nanometers in size, are used to coat an object (“substrate”) one atomic layer at a time. CNT’s proprietary ALD technology is used to apply a wide array of coating materials, creating virtually perfect, uniform films both on surfaces and inside microscopic pores, trenches and cavities. ALD-based coatings improve the performance of a broad variety of materials, offering improved anti-wear properties, increased water vapor resistance, as well as enhanced optical, mechanical, and electrical properties. ALD has broad applications across a number of industries, including electronics, energy, healthcare, and textiles. ALD adoption has been driven by the decrease in technology form factors as an enabler for smaller and faster electronic devices and the subsequent need for nanoscale coatings given that traditional thin-film deposition techniques are reaching their technological limits.
Cambridge NanoTech  is headquartered in Cambridge, MA, and was boot-strapped in 2003 by Dr. Jill S Becker, directly out of the Gordon Lab at Harvard University (www.chem.harvard.edu/groups/gordon/), Since then, CNT has experienced tremendous revenue growth and profitability in almost every year since inception, serving a variety of world-leading enterprises as customers across a variety of end markets

Target Market:
Cambridge NanoTech (CNT) pioneered the development of compact ALD systems for the research and development sector, and in doing so created the market for affordable R&D systems. Based on the success of its R&D systems, CNT expanded its product lines to meet the needs of both R&D and Production customers. Within the span of the application space, CNT’s products target a diverse set of technologies, including Energy (Solar, Li-ion Batteries, Fuel Cells), Lighting and Display (OLEDs, LED), MEMS/ MOEMS, Electronics, and Nanotechnology.

Customers:
CNT has strong customer relationships with blue-chip customers across a variety of end markets. Key manufacturing customers CNT has served include leading producers of displays, solar technology, MEMS, and R2R flexible displays. CNT is the R&D systems leader with more than 300 R&D systems sold worldwide. A key factor in CNT’s success has been the Company’s end-to-end customer support throughout the sales process, providing consultative services on systems design, contract R&D services and installation / post-installation support. CNT’s knowledgeable team of scientists, who come from an assortment of research disciplines, can provide knowledgeable insight and offer material science solutions to address customer needs. CNT’s customers span a wide range of business and academic sectors and include, Texas Instruments, 3M, IBM, GE, DuPont, Toyota, Northrop Grumman, Harvard University, Stanford University, and Sandia Laboratories.
The accounts receivable base of CNT is diverse, as no client had represented over 10% of its accounts receivable balance.

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

Intellectual Property
CNT has generated a substantial body of intellectual property in the form of patents, trademarks, know-how and trade secrets.  The Company currently has 1 issued US patent and 6 issued international patents, 8 pending patent applications in the US and 9 pending international applications and is continuously inventing and expanding its IP portfolio in a manner that protects markets and enhances shareholder value. The patent portfolio includes a separate patent family for each of its product lines. Moreover each patent family  specifically sets forth ALD process and reaction chamber innovations that resulted from a ground up ALD design as opposed to converting a non-ALD deposition system to an ALD deposition system.
The patent families include:
•  Savannah Patent Family (R&D lab equipment)
•  Fiji Patent Family (R&D lab equipment with plasma and additional in-situ diagnostics)
•  Phoenix & Tahiti Patent Family (Production equipment for high volume manufacturing)
•  Preboost Patent Family (To proliferate the use of more precursors in any ALD system)
•  Roll2Roll Patent Family (Fast ALD; high throughput; atmospheric ALD)
Details of the issued patents and trademarks are shown in Appendix A

ALL INFORMATION PROVIDED HEREIN RELATING TO THE OPERATIONS OF CAMBRIDGE NANOTECH’S BUSINESS AND THE MARKET POSITIONS AS IT RELATES TO PERIODS ON OR PRIOR TO NOVEMBER 9, 2012, WHEN THE COMPANY CEASED OPERATIONS.

·       Attractive Industry – Material science industry, and ALD in particular  is growing at a rapid rate, as material science solutions pervade the electronics and nanotechnology sectors

·       Best in Class Technology – CNT’s ALD systems are the dominant tool of choice for researchers and offer leading edge capabilities

·       Diversified Base of Customers – CNT’s ALD systems are used in academic, and manufacturing environments, and cover a range of technologies including – Electronics, MEMS/MOEMS, Display/Lighting, and Energy. Systems have been purchased by universities, research institutes, government and military labs, and industry

·       Excellent Relationships – CNT’s strength has always been predicated on strong relationships within and outside the ALD industry

·       Opportunity for Future Growth  – Opportunities for growth can be realized by fully exploiting the need for thin film material science solutions, and in taking advantage of the Intellectual property contained within its patent portfolio.

The reasons why Cambridge NanoTech’s assets are attractive are:

CNT has historically experienced strong growth and has been the leader in the field of R&D ALD systems. However, recent working capital constraints and an overly leveraged balance sheet have created the opportunity for all or a portion of CNT’s assets to be sold.  The acquisition of these assets can enable the purchaser to realize significant short and long term value from the CNT assets as CNT maintains the ability to quickly scale within the context of sufficient working capital and a stronger balance sheet.

Robust Growth: CNT achieved profitability in 2004, within its first 12 months of being established. Since that time, revenues have grown at an 85% CAGR through 2011, and while net income performance has been lumpy, the Company has sustained profitability during periods of high growth and during periods of significant investment in product development.

Market Position: CNT is the dominant ALD company in a group of 3 other major companies participating in the ALD sector for R&D applications,  in terms of market size and presence. While CNT is not the biggest of the group, it has the advantage of superior scientific an engineering expertise, and a exceptionally strong reputation for providing material science solutions, which is not true of its competitors.

Dominant ALD R&D Platform: The Company’s R&D ALD platform is renowned for its affordability and performance – a blend which makes the Company’s products the most sought after in this competitive market. The platforms are robust, easily serviceable,  and maintainable, and meet the extraordinary needs for research level flexibility.

Diversified Customer Base: The Company has over 300 ALD systems deployed in the field in a wide variety of  industries. This allows the Company to avoid fluctuation in its revenues caused by adverse changes affecting any particular industry.

Potential Backlog and Pipeline: Prior to ceasing company operations, the Company had a backlog of purchase orders, and a sales pipeline. This information is available in the Due Diligence War Room, and is subject to an NDA.

Management Team at Cambridge NanoTech Inc (for information purposes only)[2]:

Jill Becker Ph.D, Founder and CEO: Jill founded Cambridge NanoTech in 2003 and continues to successfully lead the Company’s technical, sales and operational functions. Dr. Becker holds a Hon. B.S. from the University of Toronto and completed her Ph.D in Chemistry at Harvard University under the supervision of Professor Roy Gordon. Dr. Becker is a specialist in inorganic and metal-organic chemistry, ALD system design, precursor synthesis, and thin-film characterization techniques. She has published extensively and holds numerous patents

Ray Ritter, President: Ray has extensive experience managing and growing technology companies. Prior to joining Cambridge NanoTech, Ray was a founder and the vice president of Sales and Marketing at BlueShift Technologies in Andover, MA, a venture-backed startup delivering manufacturing automation products to the semiconductor market. Ray was the principal at Ritter Consulting Group, where he assisted private and publicly-traded corporations in driving product and service revenues through greater brand awareness and targeted sales strategies. Ray has an M.S. from Rensselaer Polytechnic Institute and a B.S. from Rutgers University

Don Farquharson, Acting CFO: Don is the acting Chief Financial Officer at Cambridge NanoTech.  Don has extensive financial and general management experience in both public and privately held companies. During the past five years, Don held positions as Chief Financial Officer and Director of Operations of Service Point USA, Inc. Prior to joining Cambridge NanoTech, Don served as CEO and CFO of Cambridge-Lee Industries, Inc., the US and European metals manufacturing and distribution operations of privately held Industrias Unidas, SA de CV.   Early in his career, Don was a treasury analyst at Digital Equipment and a CPA for Arthur Andersen.   Don has a B.A. in Mathematics from Indiana University and an MBA from The Wharton School, University of Pennsylvania.

Ganesh Sundaram Ph.D, Vice-President of Technology: Ganesh is Vice President of Technology for Cambridge NanoTech.  Prior to joining Cambridge NanoTech, Dr. Sundaram held positions at Veeco Instruments, Schlumberger Technologies, Micrion Corporation and Texas Instruments, ranging from scientific to product management roles. Dr. Sundaram received his Ph.D in Physics from Oxford University, where he specialized in low temperature, high magnetic field physics of low dimensional semiconductors. His industrial experience encompasses processing of Si and compound semiconductors, lithography, particle beam technology, metrology and thin-film applications.

Roger Coutu, Vice-President of Technology: Roger is Vice President of Engineering for Cambridge NanoTech. Roger spent the previous six years consulting with companies in the semiconductor, automotive, materials and vacuum-handling industries. He has extensive experience designing substrate handling and advanced vacuum systems. Prior to starting his own company, Roger held numerous engineering management positions at MKS, Eaton, Millipore, Bruce Technology International and other companies. Roger has a B.S. from the University of Massachusetts, Lowell in Mechanical Engineering.

2 THE BIOGRAPHICAL INFORMATION CONCERNING THE CURRENT MANAGEMENT OF CAMBRIDGE NANOTECH IS INCLUDED FOR INFORMATION PURPOSES ONLY.  ALTHOUGH THIS SALE IS BEING CONDUCTED WITH CAMBRIDGE NANOTECH’S COOPERATION, THIS SALE IS STRICTLY AN ASSET SALE OFFERED BY SVB AS CAMBRIDGE NANOTECH’S SENIOR LENDER PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.  SVB HAS NO ARRANGEMENT PURSUANT TO WHICH BUYER OF THE CAMBRIDGE NANOTECH ASSETS COULD BE ASSURED OF THE FUTURE SERVICES OF ANY CAMBRIDGE NANOTECH OFFICERS OR EMPLOYEES.

The Bidding Process for Interested Buyers

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 “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 Cambridge NanoTech 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 SVB or 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 SVB or 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:
The Cambridge NanoTech Assets will be sold pursuant to a secured party’s public auction sale.  In order to qualify to bid at the public auction sale, interested parties must submit initial bids for the Cambridge NanoTech Assets so that they areactually received by Gerbsman Partners via email to steve@gerbsmanpartners.com no later than Wednesday, December 12, 2012 at 3:00 p.m. Eastern Standard Time (the “Initial Bid Deadline”) with a copy to Riemer and Braunstein LLP, 3 Center Plaza, Boston, MA, 02108. Attention: Donald E. Rothman, Esq. and via email to drothman@riemerlaw.com.

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 the amount of $200,000 (payable to Silicon Valley Bank). All deposits shall be held in a non-interest bearing account.  Non-successful bidders will have their deposit returned to them within three (3) business days following the completion of the public auction sale. The deposit of the Successful Bidder (as defined below) shall be held by SVB pending the consummation of the sale.

Initial bids should identify those assets being tendered for and in a specific and identifiable way. The attached Cambridge NanoTech fixed asset list (Exhibit “B”) may not be complete.

SVB shall be deemed to be a qualified bidder.

Public Auction Sale:
On Friday December 14, 2012, a public auction sale (the “Auction”) of the Cambridge NanoTech Assets will be conducted among all qualified bidders commencing at 11:00am Eastern Standard Time at the offices of Riemer & Braunstein LLP, 3 Center Plaza, Boston, MA, 02108.  Prior to the start of the Auction, the auctioneer will advise all qualified bidders of what SVB believes to be the highest or otherwise best qualified bid with respect to the sale (the “Stalking Horse Bid”).  Only qualified bidders are eligible to participate in the Auction.  Bidding at the Auction shall begin initially with the Stalking Horse Bid and shall subsequently continue in such minimum increments as the auctioneer determines.

Bidding will continue with respect to the Auction until SVB determines that it has received the highest or otherwise best bid(s) for the Cambridge NanoTech Assets.  After SVB so determines, the auctioneer will close the Auction, subject, however, to SVB’s right to re-open the Auction if necessary.  SVB will then determine and announce which bid has been determined to be the highest or otherwise best bid (the “Successful Bid”) and the holder of the Successful Bid shall be deemed to be the “Successful Bidder”.

SVB reserves the right to (i) determine in its reasonable discretion which bid is the highest or best bid and (ii) reject at any time prior to the execution of a purchase agreement, any offer that SVB in its reasonable discretion deems to be (x) inadequate or insufficient, or (y) contrary to the best interests of SVB.  In determining which bid is a Successful Bid, economic considerations shall not be the sole criterion upon which SVB may base its decision and SVB shall take into account all factors it reasonably believes to be relevant in an exercise of its business judgment.

The Successful Bidder will then be required to immediately execute and deliver a purchase agreement to SVB in the form attached hereto as Exhibit “C” (this will be forwarded at a later date). SVB will require the successful bidder at the public auction sale to close within 7 days after the public auction sale. Any or all of the assets of Cambridge NanoTech will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

SVB reserves the right to (i) extend the deadlines set forth herein and/or adjourn the Auction without further notice, (ii) withdraw portion of the Cambridge NanoTech Assets at any time prior to or during the Auction, to make subsequent attempts to market the same, (iii) reject any or all bids if, in SVB’s reasonable business judgment, no bid is for a fair and adequate price, and (iv) otherwise modify the sale procedures in its reasonable discretion.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cambridge NanoTech 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) 456-0628
steve@gerbsmanpartners.com

James McHugh
Gerbsman Partners
(978) 239-7296
Jim@mchughco.com

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

Donald Rothman, Esq.
Riemer Braunstein LLP
(617) 880-3556
drothman@riemerlaw.com

Steven R. Gerbsman
Principal
Gerbsman Partners
Phone: 415.456.0628
Fax: 415.459.2278
Cell: 415.505.4991
steve@gerbsmanpartners.com
thegerbs@pacbell.net
http://www.gerbsmanpartners.com

BLOG of Intellectual Capital
http://blog.gerbsmanpartners.com
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By Patric Carlsson – Gerbsman Partners BOIC advisor and CEO of Flexolvit.

Smart meters, datamining and cost awareness is driving the release of new, smart software that enables massive cost savings on energy for commercial property owners and private consumers alike. Companies like OPOWER, FuelFirst, Possitive America and Clean Urban Energy are leaning on the SaaS business model and behavioural and social science to enable 5 – 25% savings on private and commercial customers

New web based services, data minings and smart meters enables for a large, and concrete investment and M&A opportunity in the marketplace. Owning the direct dialog with the customer will enable scalable and profitable business models and incentive-based payouts on meassured results.

In the spring of 2011, the Boston-based OPOWER had approx. 600 000 active customers thorugh their service as launched in partnership with regional and national energy corporations. Using familiar strategies of get customers first and find ways to bill them later have generated interest of investors and media alike. With the modest ambition of increase cost effectiveness ranging from 1.3 to 5.4 cents per kilowatt-hour, the untapped potential of submetered promises in commercial building of around 20 % of total consumption and cost – the mere scratch on the surface OPOWER has made is very indicative.

FirstFuel, another Saas energyefficiancy company has chosen instead to focus on commerical properties. Using similarlly sociall and analytical webbased solutions, they act as samrt suggestions for “quick-fix” solutions lowering energy usage and cost around 7-10% for larger commercial property owners. The list of competitors and innovators is rapidly growing, companies like Clean Urban Energy and veteran company EnergyCap to mention a fed also uses the same set-up – use software to identify patterns that will save energy och money.

At the center of this emerging market segment is insight that draws on evidence from behavioural economics and psychology and social networks. Statistics has shown that Social, comparative energy consumption drives motivation and actual behavioural change. Collective purchasing and Social norms encourage broad-scale energy efficiancy though these new kinds of social networks. It also leans on the direct-feedback loop theory by crafting direct suggestions from statistics and incentives thorugh immediate rewards, rather then long-term payback. As user interface now is at the center of the web evolution, the simple touse, direct suggestions and incentives, actually meassure and validate a reduction of energy consumption and does save money.

What does it all mean?

Long established companies like Siemens, Schneider Electric, GE and Hitatchi has tradtitionally dominated the techical systems segment of the commercial property market by installing their stearing and monitoring systems. With these new competitive services that are being launched, The old-fashioned modell of installing isolated system in each building, focusing on the property management and stearing functions of each building or propery portfolio are struggeling to keep up on customer demand.

Large scale propery owners, as well as and private consumers for that sake, are seeing increased economic pressure from rising energy prises, increased demand of profits and marketshares from shareholders. Combined, the industry now are at a important threshold of old getting mixed and ourcompeted by these new kind of services. Energy corporations are much in the same situation – the lack of ability to communicate with each user generates a distance and disconnect.

Maturity of a cleantech segment.

Looking back a few years, green tech and cleantech segments have seen quite a shakeout in the infrastructure layer. The mautrity of winning concepts are settling in and new core technology have broadly started to replace old, in-efficient and polluting solutions. With the emergence of webbased services, connected stearing systems and smart meters a new highly scalable, and potentially profitable opportunity is quickly getting visable.

Likely scenarios and a large opportunity!

As a industry indsider, my views are colored. In some settings that might actually be a negative thing – here I view it as a blessing. The launching of a smart analysis SaaS company on the Scandinavian market during the last 24 months have given me the inside look of the severity of the situation for these large corporations that have dominated this segment for the last 25 years. Here are som points that I feel being the underlaying reason why there is an M&A opportunity in the near future.

  • They lack the vision of what the web is capable of. Having relied on onsite installation and maintainance of each individual building, the connecting of each system has proven to be a giant challenge, To now launch webbased, userfriendly, smart solutions is proving to be more difficult then predicted. Old patterns and comfort is hard to shred. Innovatros are launching in rapid pace and prove that new concepts and simplicity makes greatest impact. The end-user, corporate or individual is willing to get the information presented in a easy-to-use way.
  • Open standards and social networks generate large knowledgebases. Smart meters, open protocols for datatransmission and SaaS principles pushes the technology out to the individual that will make the difference in saving monety and energy. The new generation of companies are not held back by legacy systems and legacy contracts. The SaaS model is proving to be beneficial for energy corporations that struggles with public profile and direct dialogue with its users. The database driven services enables for broad statistical comparissons previously only available to power companies and such – service portals like those mentioned above harness large amounts of data to generate automatic analysis on patterns. This is a whole new ballgame for the older competitors
  • Evolving business models are likely to generate a shakeoutLets face it, we know that every business needs to make moeny. Facebook and others have proven that there is a twist to it, attract vast numers of users and slowly but clearly insert business models on users interactions or results – and the income will start grow beyond what was previously possible. Looking at OPOWER and FirstFuel, the game of scale is in full swing. If you look at the european markets, who has had smart meters for 10 years readlly available for same kind of services – there is a plehtora of service and software vendors offering their services. The last 2 years the EPC (Energy Performance Contract) model is more and more making its entry. In short, service vendor and customer engage with a SaaS program over a defined period of time and verified savings are spilt between user and company. The scalability have proven to be enormously successful. Its a hit and miss market where skilled analysis can generate vast income in short amount of time on a very undeveloped market. The M&A discussions are very present on the european markets allready where smaller technology and service packaging is getting rolled into older structures to renew customer engagements in new ways.

Conclusion

With a such a clearly defined need as this, both from the corporate and government sida, as well as the private consumerside – its a scramble to reach for customers by the new, and purchase innovation to keep the customers from the old – the cycle is very familiar. The emergence of large property analysis organisations and the emergence of smart software with verifyable results is to hot to miss – there are billions of dollars up for grabs from those who can visualize the consumption and generate savings for all users.

To reach Patric Karlsson please email at patric@flexolvit.se

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 69 Technology, Life Science and Medical Device companies and their Intellectual Property,, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $800 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Orange County, Europe and Israel. For additional information please visit www.gerbsmanpartners.com.

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Here is another merger bit of news from TechNewsWorld.

“If regulators approve Comcast’s acquisition of a majority interest in NBC Universal, the cable company will instantly become a major content producer, going head to head with ABC, Viacom and Fox. “Comcast believes that controlling content will ensure the future successof its distribution system,” said entertainment-corporate attorney Jeff Liebenson.

It’s official: Comcast (Nasdaq: CMCSK) has engineered what appears to be the biggest media joint venture of the year — a multibillion-dollar merger that will combine General Electric’s (NYSE: GE) NBC Universal with Comcast’s own cable networks.

Once complete, Comcast will take majority ownership of NBC, ending GE’s 20 year control of the network. It is a complex transaction that, among other things, requires GE to buy Vivendi’s 20 percent stake in NBC for US$5.8 billion — a deal within a deal that was agreed upon last month.

Terms of the transaction call for Comcast to pay GE some $6.5 billion and contribute programming valued at $7.25 billion in exchange for its 51 percent stake.

The merger still must meet regulatory approval, which may require that Comcast make certain concessions. Already some members of Congress are calling for hearings to determine the merger’s impact on consumers.

NBCU chief Jeff Zucker will report to Stephen Burke, Comcast’s operating chief, who will oversee the takeover once the deal is complete.

For all the complexity surrounding the transaction, its end goals are fairly simple: GE wants to focus on other elements of its diverse corporate kingdom. Comcast wants access to content for distribution on its own networks.”

Read the full article here.

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Here is a good piece from WSJ Online.

It’s well known as a major investor in wind- and solar-energy projects. But General Electric Co. also hopes its growing role as a venture capitalist will give it an edge in a broader spectrum of emerging green technologies.

Since its first investment, in lithium-ion battery maker A123Systems Inc. in January 2006, the venture-capital group at GE Energy Financial Services has put $160 million into a portfolio of 20 companies focused on renewable energy, power-grid and energy-efficiency improvements, and, to a lesser extent, advanced oil and gas technologies.

GE sees these later-stage, clean-energy start-ups as a way to get a sneak peek at emerging technologies. Through its venture arm, it also gets a piece of the ones it believes will be ahead of the pack in the global shift to a reduced-carbon economy.

Kevin Skillern, the VC group’s managing director, says it’s too early “to tell if we’ve turned one dollar into two or three dollars.” But at GE, there’s another key metric: technology. Mr. Skillern says GE is also interested in how the portfolio companies can help its businesses.

“This is a vehicle that provides our larger company with a window into what could be a $15 billion to $20 billion industry in emerging energy technologies,” he says.

Mr. Skillern, who grew up in Houston and worked for more than a decade in the oil industry, got his M.B.A. at Stanford University in Palo Alto, Calif. He went back to the oil patch after he graduated, at a time when many of his classmates were pursuing Internet start-ups. But the seed of venture investing had been planted, and GE Energy Financial Services’ venture capital was the perfect new patch to let it grow.

We met with Mr. Skillern at GE Energy Financial Services’ offices in Stamford, Conn., to discuss how the large conglomerate is influencing the clean- technology industry through its venture investing. Excerpts from that conversation follow.”

Read the full article here.

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Here is an interesting article from Greentech Media.

“A few months ago, we wrote a list of the ten most likely companies to be bought in the near future with a list of five that would never get bought. (Greenfuel Technologies, one of the top candidates for not being sold, ceased operations the next day. Greenbox, bought by Silver Spring Networks last week, was listed as a possible impulse buy in smart grid.)

But who is going to buy? Here are the main ones. The list is based on stated strategies, company histories, current market circumstances and gut feelings. In other words, pure science.

1. General Electric: GE likes to shop. It got into wind by buying Enron’s wind division in 2002 and since then has invested in, or bought, companies like Southwest WindPower and ScanWind. GE now battles Vestas for the top spot in wind.

A similar trajectory occurred in water. It entered the water industry by purchasing Glegg in 1999 and then followed up with BetzDearborn and Osmonics. GE’s water group is now a $2.5 billion plus operation with long-term goals to hit $10 billion.

GE’s latest obsessions are smart grid, energy storage, and components and software for energy efficient buildings. In all, GE has bought 717 companies and invested in 236, according to this site. With energy as the company’s future, the wallet will be open.

2. Siemens: The German GE. Expect to see a lot of emphasis on energy services, water, smart grid, energy efficient components, wind and equipment for building biofuel refineries.  In August, it purchased majority shares in two Chinese circuit breaker makers.

3. Applied Materials: Applied is the world’s largest manufacturer of semiconductor manufacturing equipment and acquisitions are simply a way of life. Startups simply can’t achieve the scale they need to become commercial and the established companies don’t have the R&D to spread around to try out every single idea. In a sense, the equipment business is really America’s Got Talent for the vapor deposition crowd.

Applied entered the solar market with its purchase of Germany’s Applied Films for $464 million in 2006. It hasn’t been dreamy: many analysts believe amorphous silicon, the kind Applied’s equipment is geared toward, will become marginalized. But it probably won’t close the wallet. Last year, Applied started to quietly lay plans to get into the market for manufacturing equipment for batteries and energy efficient lights. Applied’s VC arm has also invested in a wide variety of companies. Some companies that may go into its maw: Solaicx (ingots – it already invested in Solaicx), Plextronics (printable circuits) Kateeva (novel OLED tools) and something in CIGS.

4. Taiwan Semiconductor Manufacturing Co.: Back in the mid-1980s, investors told Morris Chang that his idea of building a chip factory for hire was nuts. Since then, TSMC has become the world’s largest foundry, pulling in billions a year. In August, Chang came back as CEO, announced that TSMC wants to get into LED lights and solar panels, and would likely buy companies. Asian conglomerates, in fact, will be some of the biggest buyers in the coming years. The company is known for relentless manufacturing expertise and a highly competitive culture, like First Solar and Intel. VCs have told us that TSMC’s VC unit is already in the Valley armed with a spread sheet detailing markets it would like to participate in. UMC, the little brother rival of TSMC, has launched similar plans. TSMC and UMC could also become factories-for-hire in solar.

5. Valero: Take a look at this chart. Valero doesn’t go for those mega-mergers, like Chevron and Texaco. Instead, it buys lots of small items. And it’s aggressive. Think of it. Seven years ago, you never saw a Valero station. Now they are a common site. This year it bought seven ethanol plants from VeraSun for nearly $500 million and several other ethanol producers want to offload facilities. If some companies can start to show cellulosic ethanol or algae fuel can scale, there is a good chance Valero will show up with a checkbook first. Chevron, BP and ExxonMobil by contrast seem more intent on forming research alliances with biofuel startups.

6. Toshiba: Batteries, flash memory, computer components, advanced materials, televisions: these are some of the green markets the 150-year old company is in. Toshiba officials said recently that it may need to start buying companies in LEDs to increase its market share. Whether by Toshiba or not, LED startups will likely begin to get snapped up in any event: it’s a growing market with high capital costs. Some would-be purchases: Luminus Devices, Bridgelux and Renaissance Lighting).

7. Philips: The same arguments that apply on Toshiba largely apply here, but in LEDs it will likely focus more on lighting fixtures than the light sources, which are semiconductors. It has already bought two companies this year-Teletrol (light fixtures) and Dynalight (controls). Between 2005 and 2007 it bought $5.4 billion worth of lighting companies.

8. Cisco Systems: Not a lot of explanation needed. Cisco wants to deploy its routers and software to control the power consumed by phones, PCs and servers and later the grid, homes and commercial buildings. Just as important, the company has a history of buying lots of companies and actually making the acquisitions work. Possible Cisco buys: Verdiem, Hara, EPS (energy optimization for dairies-very interesting) Optimum Energy, Other buyers in this market: Oracle and SAP. Another plus: Cisco tends to pay higher prices than conglomerates like Siemens, according to Dave Dreesen of Battery Ventures.

9. IBM and Intel: Smart grid and energy efficient computing. Intel periodically goes through acquisition binges. Between 1999 and 2003, Intel bought 37 companies for $11 billion, most of them in communications. Later, most of them were sold off. Did that cure Intel of buying? No way, it got into consumer electronics a few years later. It has begun to plant its processors into wind turbines and smart grid equipment. Intel lately has discussed how digital technology could revolutionize building management and smart grid. History makes me think that someone like Tendril or Lumenergi could be an Intel company.

IBM gobbles up companies too. Side note: IBM has nearly 398,455 employees and $106 billion in revenue. There are probably start-ups that IBM has bought and forgot they owned.

10. SunPower: Also a top ten acquisition target. SunPower faces pressure from both directions: China’s Suntech Power Holdings is moving up into the high efficiency panel market SunPower created and while First Solar is setting a low, attractive price for solar nearly everywhere. Thus, like nearly every other solar maker, SunPower will need to diversify. It has been advertising like crazy to make itself a consumer brand so perhaps it will buy an installer, someone doing a solar appliance (thermal, light and PV all in one) or one of the companies doing software for remote solar estimates like Sungevity or Global Solar Center. A BIPV company is another possibility. It has a history in acquisitions with the purchases of PowerLight and Solar Solutions.”

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