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Posts Tagged ‘Gerbsman Partners’

Successful ‘Date-Certain M&A’ of Dune Medical, its assets and intellectual property

Gerbsman Partners is pleased to announce the successful completion of maximizing the value of assets and associated intellectual properties of Dune Medical and its Israel operation.

Due to market conditions and trends, the company and the senior secured lender made the strategic decision to maximize the value of the business unit and its intellectual properties.

Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the company and senior lender with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s business assets, its associated Intellectual Property and the closing of the sale.

Specifically, Gerbsman Partners provided leadership with:

  1. Business consulting and investment banking domain expertise in developing strategic action plans.
  1. Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of assets and intellectual properties.
  2. “Managing and guiding the process” among potential acquirers, lawyers, creditors, advisors, senior lenders, vendors, creditors, as well as all stakeholders of interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 109 companies in a wide and diverse spectrum of industries, ranging from technology to medical device/life science to cyber security, to name only a few.*

In the process, GP has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.*

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

*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here.

Steven R. Gerbsman

steve@gerbsmanpartners.com

 

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THE GREAT RESTRUCTURING OF 2020

 

What we know so far!

  • The Chinese Coronavirus has fundamentally changed the world and United States economies with unprecedented speed.
  • In some cases, those changes will be temporary. In many cases, those changes will be permanent.
  • The unintended and unforeseen consequences of the crisis will ripple through all aspects of the world and United States economies for many years.
  • The economic relationships between debtors (individuals, companies, governments) and creditors (vendors, lessors, lenders, employees) and owners (equity holders) are now fundamentally unbalanced, just as has occurred in all previous financial crises.
  • As in the Dotcom Crash, the 9/11 Crash and the 2008 Crash, those economic relationships will be rebalanced by renegotiation, sale, bankruptcy and liquidation, so that assets are redeployed, asset value is monetized and maximized and economic activity can continue. We know that there will still be airlines, travel companies, restaurants, oil companies, auto manufacturers, etc. We do not know which companies will survive or who will be their owners. For example, Boeing will likely still exist, but Boeing equity and debt holders may be hurt severely.
  • The world has survived far worse and has revived strongly. For example, World War I, followed by the Spanish Flu, followed by the huge economic growth of the 1920’s. Humans are wired to adapt to and to overcome hardship. We still have the land, resources, infrastructure, intellectual property, technology and talent that we had a month ago. Huge economic dislocation can also spur huge creativity, energy and innovation.
  • There will be major economic losers, but also major economic winners.
  • The United States is self-sufficient in food and energy and is the largest market and the greatest economic and political safe haven in the world. We are the best-positioned country in the world to emerge stronger than before.

What we do not know!

  • How bad the Chinese Coronavirus will get.
  • How long it will take for it to resolve. For example, the 1918 Spanish Flu came in waves and there is high expectation that the coronavirus will reappear this fall.
  • How bad the economic situation will get before it stabilizes, both in the short term and long term
  • The effect of historically unprecedented government economic stimulation and significant increase in the deficit.
  • The availability of cash to sustain under-performing companies and businesses.
  • How young CEO’s, investors, bankers will react to a situation that they have not seen or lived through before.

What happens next?

  • Everyone we know is sheltering in place and is shocked at the magnitude and speed of this world change. People need time to adjust to a radical new reality, and they have not yet had that time.
  • It is almost impossible to make any future predictions, however the most immediate business decisions will be critical given the extreme level of uncertainty.
  • We expect that the world health and economic situation will become clearer over the next few months. We expect to see a giant wave of economic restructuring that will last several years.
  • Early business crises will be driven by lack of cash. Based on our experience in several previous economic crashes, the speed with which business owners and managers face reality, preserve, protect and forecast cash and take effective action will determine which businesses survive and which die.

 

WHAT YOU CAN DO AS A BOARD MEMBER, INVESTOR, LENDER OR STAKEHOLDER … 

  • It is critical for companies, investors and lenders to face reality and act quickly. When things are going bad, waiting seldom improves the situation. In over 40 years of crisis management and restructuring experience we have never seen a board of directors act too quickly when faced with a crisis. We have all too frequently seen a board act slowly or not at all.
  • Implement cash flow, receivables and inventory reporting so that you are alerted to problems early.
  • Gerbsman Partners believes that companies, investors and lenders should to call for assistance early. The earlier professionals can get involved in the process, the better the potential outcome in maximizing enterprise value.  Again based on experience, boards, investors and lenders request assistance only after a company has little cash or is out of cash. Many more options exist to maximize enterprise value if a company has some running room.
  • Focus on the control, preservation and forecasting of cash on a weekly, monthly and quarterly basis.
  • Require “bottoms up” forecasting for all aspects of cash, revenue and expense. Have the CEO and CFO defend all numbers.
  • Hold the CEO responsible and accountable for performance. Re-forecast your business plan based on the reality of “what is” today with large margins for uncertainty.
  • Communicate frequently with all parties at interest. Check that the CEO is providing leadership, motivation and morale to the management team and employees.
  • Review all companies in your portfolio. Identify and define action plans to fix weaknesses now.

 

! CALL GERBSMAN PARTNERS NOW AND  GET AHEAD OF THE CURVE.

Crisis Management and Restructuring to Maximize Enterprise Value is our Business!

 

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 103 technology, medical device, life science, digital marketing, information & cyber security and solar 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, 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, New York, Virginia/Washington DC, Boston, Europe and Israel.

 

Steven R. Gerbsman – Principal steve@gerbsmanpartners.com

 

Robert R. Tillman – Member of Gerbsman Partners Board of Intellectual Capital

 

 

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The Black Swan Pushes Events to the Tipping Point-Maximizing Enterprise Value in the upcoming Crisis
This article was orinially published by Steven R. Gerbsman and Robert Tillman in May, 2007 and again in 2016.

With the Coronavirus spreading, this may be the “Black Swan” that pushes the “Tipping Point”.

The more things “change”, the more they remain the “same”.

Please read, enjoy and “be prepared”.

Best regards,
Steve Gerbsman

We are currently in one of the best economic times in our country?s history. The stock market is at all time highs, unemployment is at all-time lows, interest rates are low, money is plentiful and deal valuations are high and getting higher. There are, of course, many worrisome trends: terrorism, excessive government spending, trade deficits, high oil prices, immigration and over the longer term, such issues as an aging population and (possibly) global warming. Although problems and worries always exist, in historical terms, times are very good indeed.

The big questions for us as specialists in maximizing enterprise value are:

Will it end?

Yes. Of course. Even fundamentally healthy economies experience frequent and often violent corrections. The current world economy has evolved in many ways over the past decade. All large businesses are international. The primary economies of the world are very tightly linked together. Money is far more liquid and moves around the world with far less “friction” than it did in the past. The pace of technical change continues to increase. Nevertheless, we do not believe that the laws of history, and especially, the laws of human nature, have been repealed.

As always, “The more things change, the more that they remain the same.”

When will it end?

Unfortunately, no one knows the answer to this question. In historical terms, the current economic expansion has continued for a very long time and has survived numerous shocks, including war, a doubling of energy prices, natural disasters and localized economic downturns, such as the bursting of the sub-prime mortgage bubble. It appears to be “ripe” for a downturn. On the other hand, inherently unstable situations often persist for far longer than anyone could believe possible. During the 2000 Internet bubble, it seemed to us for quite some that the old rules of business no longer applied and that 25 year-old CEOs knew something us old guys did not know. When the crash occurred, we were relieved to find out that we were not so obsolete after all.

We did, however, underestimate the staying power of technically insolvent companies with broken or non-existent business models. Many of these companies had significant cash on the balance sheet (offset, of course, by significant liabilities) and investors who continued to infuse more cash far beyond the point of reason. Today, there exist immense pools of uncommitted cash, much of it in the hands of entities, such as private equity funds and hedge funds that are subject to minim al regulatory scrutiny and whose operations are obscured from the public view. In addition, the weakness of the dollar against both the Euro and the Pound Sterling makes U.S. assets a relative bargain. These factors tend to mitigate against an economic downturn. For how much longer they will continue to do so we do not know (and if we did know, we would certainly would not tell).

How will it end?

Fast, hard and unexpectedly. Two recent books shed a great deal of light on the process:

The first book, The Tipping Point by Malcolm Gladwell describes how human behavior causes events to cascade rapidly once a certain critical mass (the “Tipping Point”) has been achieved. Examples in the business world include periodic economic ?panics? and the spread of certain technologies and products, such as personal computers, iPods, cell phones, etc. It is very difficult to predict in advance when the ?tipping point? in any situation will be reached, but history has shown that, once it has been reached, events proceed very quickly.

The second book, The Black Swan: The Impact of the Highly Improbable by Nassim Nicholas Taleb describes how highly improbable, and hence unpredictable, events periodically create massive change. The title of the book derives from the observation that the existence of even a single black swan disproves the assertion that all swans are white. Historical examples include the Fall of France at the beginning of World War II, the rise of the Internet and 9/11.

There are many obvious candidates for a “black swan” event that pushes the world economy over “the tipping point” into a downturn – a war with Iran, a nuclear terrorist attack or a worldwide bird flu or small pox epidemic, but generally, it is what you do not see that gets you. We are fundamentally optimists about the long-term prospects of the world economy. In many highly measurable ways, the wor ld really is improving, driven by technological innovation, a lowering of barriers to trade and increasing economic integration. Nevertheless, we are old enough to have lived through many “bumps” along the road and know that such discontinuities will always occur. We believe that we will see a significant economic event sometime over the next 12-18 months, either localized to a particular sector or geographic region or globally.

Our Advice?

Before such an event occurs:

As a board member, investor or stakeholder:

  1. Implement tight cash flow, receivables and inventory reporting so that you are alerted to problems early.
  2. Focus on the control, preservation and forecasting of CASH on a weekly, monthly and quarterly basis.
  3. Require “bottoms up” forecasting for all aspects of revenue and expense. Have the CEO and CFO defend ALL numbers.
  4. Hold the CEO responsible and accountable for Performance. If you are off the business plan/forecast, re-forecast based on the reality of “what is” today.
  5. Communicate frequently with all parties at interest. Check that the CEO is providing leadership, motivation and morale to the management team and employees.
  6. Review all companies in your portfolio. Identify and define action plans to fix weaknesses now.
  7. Utilize professional resources to assist in maximizing enterprise value, when appropriate.

When such an event occurs:

  1. Face up to reality and act quickly. When things are going bad, waiting seldom improves them. We have never seen a board of directors act too quickly when faced with a crisis. We have all too frequently seen a board act slowly or not at all.
  2. Call for assistance early. The earlier professionals can get involv ed in the process, the better the potential outcome in maximizing enterprise value. Many times boards request assistance only after a company has run out of cash. Many more options exist to maximize enterprise value if a company has some running room.

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 108 technology, medical device, life science, digital marketing/social commerce and solar 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, 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, New York, Boston, Orange County, VA/DC, Europe and Israel.

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Update to “The Bidding Process, Procedures for the Sale of Dune Medical Devices, Ltd.”

Further to Gerbsman Partners sales letter of January 21, 2020 regarding the sale of Dune Medical Devices, Ltd., (“Dune”) I am attaching Appenix A- Dune NDA, Patent and Patent Application information, Dune Data Room due diligence information, Dune Medical IP overview and draft Asset Purchase Agreement (“APA”).

Prior to the bid date of February 14, 2020, I would encourage and recommend that all interested parties have their counsel speak with Simon Weintraub, Esq. and/or Barak Platt counsel to Dune, to discuss any questions or comments of a legal nature relating to the transaction.  Simon is available at simonw@arnon.co.il and 011 972 3 608 7864 and Barak at barakp@arnon.co.il and 972 52 366 5752.  Also, Abdullah Malik and/or Jonathan Bell, counsel to Oxford Finance LLC, the senior secured lender.  Abdullah is available atmalikab@gtlaw.com and 617 310 6083 and Jonathan at bellj@gtlaw.com and 617 310 6038.

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

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

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

Gerbsman Partners – http://gerbsmanpartners.com has been retained by Dune Medical Devices, Ltd. (“Dune” or the “Company”), to solicit interest for the acquisition of Dune Medical Devices Ltd. by way of an asset purchase which would include include all or substantially all of Dune’s assets (including assets of Dune USA), including its Intellectual Property (“IP”), (collectively, the “Dune Assets”) and the option of transferring Dune’s operations, commercial agreements, approvals, authorizations, customer agreement and information, and all which would be required to continue and operate the Dune business (collectively the “Dune Business”).

Dune Medical Devices Ltd. is an Israeli-domiciled medical device company with offices in Caesarea, Israel, and wholly owned subsidiary Dune Medical Devices Inc. (“Dune USA”), with offices in Alpharetta, GA.  Dune’s principal business is to design, manufacture, sell and distribute medical devices that differentiate and characterize microscopic tissue for the purposes of identifying normal verses malignant tissue in real-time. 

Dune has been privately held since its founding in Israel in 2002. Dune USA the wholly owned subsidiary of Dune was incorporated in Delaware in 2007 and is headquartered in Alpharetta, GA. Over $100 million has been invested in its technology and products by Apax Partners, Aton Partners, The Kraft Group, Canepa Healthcare, other VC’s and private investors.  A loan in the amount of $5 million dollars was secured with Oxford Finance LLC (“Oxford”) in October 2015 and remains outstanding. To date, the MarginProbe device has been approved for marketing and sales in the United States, Israel and Europe, although commercialization has been limited to Israel and the United States.

Dune Medical has a “Robust intellectual property portfolio of 60+ patents”.

The Dune Business including all assets and Intellectual Property, are offered for sale by Dune and are all subject to pledges held to the benefit of Oxford, the senior secured lender which are registered with the applicable authorities in Israel and also in the United States. A condition to the sale of the Dune Business is to repay Oxford with the proceeds from the sale of the Dune Business, in exchange for the release of such pledges. Please note that with respect to assets of the Company in Israel, certain mandatory creditors under applicable law may be entitled to receive funds prior to Oxford and these include but are not limited to employees, tax authorities and landlord.  The transfer of certain assets particularly IP that was funded by the Israel Innovation Authority (IIA), are further subject to the R&D Law in Israel and require the approval of the State of Israel with respect to transfer of such assets outside of Israel.

The sale is being conducted with the cooperation of Dune. Dune and its employees will be available to assist purchasers with due diligence and assist with a prompt transition and possibility of continued employment by the purchaser.

MPORTANT 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 Dune Assets has been supplied by third parties and obtained from a variety of sources.  Nothing contained herein has been independently investigated or verified by Dune, Gerbsman Partners or their respective agents.

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

Dune, 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 Dune or Gerbsman Partners’ negligence or otherwise. Consultants, 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 Seller’s, Consultants’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Dune Business or Dune Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Dune and Gerbsman Partners. Without limiting the generality of the foregoing, Dune and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Dune 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 Appendix A.

The Bidding Process for Interested Buyers  

Interested and qualified parties will be expected to sign the Non-Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence data room documentation (“Due Diligence Access”), and the AirXpanders Video. 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 Dune Business and 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 Dune 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 Dune 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 Dune Business Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than February 14, 2020 (the “Bid Deadline”) at Dune’s corporate office located at 6120 Windward Parkway, Suite 160, Alpharetta, GA 30005.  Please also email steve@gerbsmanpartners.com with any bid.

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 to Dune Medical Devices, Ltd.  Refundable deposit wiring instructions will be provided at a later date. The winning bidder will be notified within three (3) business days of the Bid Deadline.   Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Dune 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.  

Dune will require the successful bidder to close within a seven (7) day period.  Any or all of the Dune Assets 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 Dune Assets shall be the sole responsibility of the successful bidder and shall be paid to Seller 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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Update to “The Bidding Process, Procedures for the Sale of Dune Medical Devices, Ltd.

Further to Gerbsman Partners sales letter of January 21, 2020 regarding the sale of Dune Medical Devices, Ltd., (“Dune”) I am attaching Appenix A- Dune NDA, Patent and Patent Application information, Dune Data Room due diligence information and Dune Medical IP overview.

Prior to the bid date of February 14, 2020, I would encourage and recommend that all interested parties have their counsel speak with Simon Weintraub, Esq., counsel to Dune, to discuss any questions or comments of a legal nature relating to the transaction.  Simon is available at simonw@arnon.co.il and on Israel time, 011 972 3 608 7864.

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

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

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

Gerbsman Partners – http://gerbsmanpartners.com has been retained by Dune Medical Devices, Ltd. (“Dune” or the “Company”), to solicit interest for the acquisition of Dune Medical Devices Ltd. by way of an asset purchase which would include include all or substantially all of Dune’s assets (including assets of Dune USA), including its Intellectual Property (“IP”), (collectively, the “Dune Assets”) and the option of transferring Dune’s operations, commercial agreements, approvals, authorizations, customer agreement and information, and all which would be required to continue and operate the Dune business (collectively the “Dune Business”).

Dune Medical Devices Ltd. is an Israeli-domiciled medical device company with offices in Caesarea, Israel, and wholly owned subsidiary Dune Medical Devices Inc. (“Dune USA”), with offices in Alpharetta, GA.  Dune’s principal business is to design, manufacture, sell and distribute medical devices that differentiate and characterize microscopic tissue for the purposes of identifying normal verses malignant tissue in real-time. 

Dune has been privately held since its founding in Israel in 2002. Dune USA the wholly owned subsidiary of Dune was incorporated in Delaware in 2007 and is headquartered in Alpharetta, GA. Over $100 million has been invested in its technology and products by Apax Partners, Aton Partners, The Kraft Group, Canepa Healthcare, other VC’s and private investors.  A loan in the amount of $5 million dollars was secured with Oxford Finance LLC (“Oxford”) in October 2015 and remains outstanding. To date, the MarginProbe device has been approved for marketing and sales in the United States, Israel and Europe, although commercialization has been limited to Israel and the United States.

Dune Medical has a “Robust intellectual property portfolio of 60+ patents”.

The Dune Business including all assets and Intellectual Property, are offered for sale by Dune and are all subject to pledges held to the benefit of Oxford, the senior secured lender which are registered with the applicable authorities in Israel and also in the United States. A condition to the sale of the Dune Business is to repay Oxford with the proceeds from the sale of the Dune Business, in exchange for the release of such pledges. Please note that with respect to assets of the Company in Israel, certain mandatory creditors under applicable law may be entitled to receive funds prior to Oxford and these include but are not limited to employees, tax authorities and landlord.  The transfer of certain assets particularly IP that was funded by the Israel Innovation Authority (IIA), are further subject to the R&D Law in Israel and require the approval of the State of Israel with respect to transfer of such assets outside of Israel.

The sale is being conducted with the cooperation of Dune. Dune and its employees will be available to assist purchasers with due diligence and assist with a prompt transition and possibility of continued employment by the purchaser.

 

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 Dune Assets has been supplied by third parties and obtained from a variety of sources.  Nothing contained herein has been independently investigated or verified by Dune, Gerbsman Partners or their respective agents.

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

Dune, 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 Dune or Gerbsman Partners’ negligence or otherwise. Consultants, 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 Seller’s, Consultants’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Dune Business or Dune Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Dune and Gerbsman Partners. Without limiting the generality of the foregoing, Dune and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Dune 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 Appendix A.

 

The Bidding Process for Interested Buyers  

Interested and qualified parties will be expected to sign the Non-Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence data room documentation (“Due Diligence Access”), and the AirXpanders Video. 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 Dune Business and 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 Dune 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 Dune 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 Dune Business Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than February 14, 2020 (the “Bid Deadline”) at Dune’s corporate office located at 6120 Windward Parkway, Suite 160, Alpharetta, GA 30005.  Please also email steve@gerbsmanpartners.com with any bid.

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 to Dune Medical Devices, Ltd.  Refundable deposit wiring instructions will be provided at a later date. The winning bidder will be notified within three (3) business days of the Bid Deadline.   Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Dune 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.   

Dune will require the successful bidder to close within a seven (7) day period.  Any or all of the Dune Assets 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 Dune Assets shall be the sole responsibility of the successful bidder and shall be paid to Seller 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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Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities

Gerbsman Partners has been involved with numerous national and international equity sponsors, senior/junior lenders, investment banks and equipment lessors in the restructuring or termination of various balance sheet issues for their technology, life science, medical device, cyber security, solar and cleantech portfolio companies.

These companies were not necessarily in crisis, but had cash (in some cases significant cash reserves) and/or investor groups that were about to provide additional funding. In order to stabilize their Go-Forward-Plan and maximize cash resources for future growth, there were specific needs to address Balance Sheet and Contingent Liability issues as soon as possible.

Some of these areas where Gerbsman Partners has assisted, these companies have been in the process of termination, restructuring and/or reduction of:

Prohibitive Executory Real Estate Leases, Computer and Hardware-related Leases and Senior/Sub-debt Obligations

Gerbsman Partners is the “innovator” in creating strategies to terminate or restructure prohibitive real estate leases and senior and sub-debt obligations.

To date, we have terminated or restructured $810 million of such obligations for private and public companies, and which has allowed them to return to financial viability.

Accounts/Trade Payable Obligations

Companies in a crisis, turnaround or restructuring situation typically have account and trade payable obligations that become prohibitive for the viability of the company on a go-forward-basis. Gerbsman Partners has successfully negotiated mutually beneficial restructurings that allowed all parties to maximize value based on the reality or practicality of the situation.

Software and Technology-related Licenses

As per the above, software and technology-related licenses need to be restructured/terminated in order for additional capital to be invested in restructured companies. Gerbsman Partners has a significant, successful track record in these areas

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 108 companies in a wide and diverse spectrum of industries. In the process, GP has successfully restructured/terminated over $810 million of real estate executor contracts and equipment lease/sub-debt obligations, and has assisted 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, McLean VA, San Francisco, Orange County, Europe and Israel.

steve@gerbsmanpartners.com
http://www.gerbsmanpartners.com

 

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Successful ‘Date-Certain M&A’ of AirXpanders, its assets and intellectual property

Gerbsman Partners is pleased to announce the successful completion of maximizing the value of assets and associated intellectual properties of AirXpanders.  Due to market conditions and trends, the senior lender made the strategic decision to maximize the value of the business unit and its intellectual properties.

Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the senior lender and AirXpanders consultants with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s business assets, its associated Intellectual Property and the closing of the sale.

 

Specifically, Gerbsman Partners provided leadership with:

  1. Business consulting and investment banking domain expertise in developing strategic action plans.
  2. Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of assets and intellectual properties.
  3. “Managing and guiding the process” among potential acquirers, lawyers, creditors, advisors, senior lenders, vendors, creditors, as well as all stakeholders of interest.

 

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 108 companies in a wide and diverse spectrum of industries, ranging from technology to medical device/life science to cyber security, to name only a few.*

In the process, GP has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.*

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

*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here.

 

 

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