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Posts Tagged ‘Gerbsman Partners’

6/24 Update with “EDGEhome Patent & Product Competitive Advantages ” – Bidding Process Gerbsman Partners

Posted in Uncategorized, tagged , , , , , , on June 24, 2015| Leave a Comment »

Good afternoon

I have attached an update from EDGEhome, an outline the “EDGEhome Patent & Product Competitive Advantages”, along with an NDA, for your further review and consideration of the opportunity. This is not a confidential document and can be used to evaluate the quality and advantages of the EDGEhome Intellectual Property.

Please utilize this information in conjunction with the Sales Letter describing EDGEhome, its Assets and Intellectual Property Portfolio that was previously sent, and the “Date Certain M&A” Bidding Process below.

The Gerbsman Partners team is available to discuss and schedule an appointment for due diligence on EDGEhome and its Intellectual Property portfolio.

Best regards

Steve Gerbsman

The Bidding Process for Interested Buyer

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Green Edge Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Green Edge, 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 Green Edge 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 Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

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

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

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

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The Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Raydiance, Inc.. – Gerbsman Partners

Posted in Uncategorized, tagged , , , , , on June 23, 2015| Leave a Comment »

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

Further to Gerbsman Partners previous e-mails and sales letter of June, 2015, regarding the sale of certain assets of Raydiance, Inc., (Raydiance), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of Raydiance execute and deliver in connection with such transaction and “ Wire Transfer Information” for the refundable depsosit required with any bid. The Raydiance Assets have been previously supplied, as outlined in the Raydiance sales letter.

As of June 19, 2015, Raydiance has signed a “forbearance agreement” with its senior lender Horizon Technology Finance. As such, it is expected that the senior lender will do a “friendly foreclosure” on the assets and IP of Radiance at the closing, so as to provide a cleaner form of title.

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

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

Prior to the bid date of July 9, 2015., I would encourage all interested parties to have their counsel speak with Cecily Dumas, Esq. of Pillsbury Winthrop, counsel to Raydiance. She is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 983 1641 office, 415 542 8730 cell cecily.dumas@pillsburylaw.com

The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Raydiance Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Raydiance, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Raydiance and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Raydiance Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday, July 9, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Raydiance office, located at 1450 North McDowell Blvd., Petaluma, CA 94594. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Raydiance’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Raydiance Assets shall be the sole responsibility of the successful bidder and shall be paid Raydiance at the closing of each transaction. For additional information, please see below and/or contact:

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

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

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

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“Date Certain M&A-Sale” of – EDGEhome™ | GreenEdge Technologies, its Assets, Smart Home Product Line, and Intellectual Property Portfolio of Smart Home/IoT Patents

Posted in Uncategorized, tagged , , , , , on June 18, 2015| Leave a Comment »

“Date Certain M&A-Sale” of – EDGEhome™ | GreenEdge Technologies, its Assets, Smart Home Product Line, and Intellectual Property Portfolio of Smart Home/IoT Patents

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

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

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to the Green Edge Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

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

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

Any sale of the Green Edge Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Gerbsman Partners or Green Edge. Without limiting the generality of the foregoing, the Company, Gerbsman Partners, and their respective directors, officers, staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Green Edge 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 Green Edge’s or Gerbsman Partners’ prior consent.

SUMMARY OF HISTORICAL INFORMATION

1. Green Edge Technologies, Inc. was formed in 2012 to develop a disruptive smart home system that is universally affordable, extensible, wirelessly controlled, cost effective, secure, and easy to install and use. The Company raised $2.7m of capital from the founders and 8 outside investors. Leveraging more than 100 years of experience from wireless technology powerhouses including Motorola & Nokia, the Company’s experienced team produced 19 Patents (5 Patents issued and 14 Patent pending), Trademarks and Copyrights.

2. The Company initially focused on lighting, switches, and electrical outlet control and monitoring; the EDGEhome system is extensible to many household and commercial building systems and use cases beyond electricity. The system was built based on powerful, smart, yet low cost sensors and controls which enable household and building systems to have powerful and expansive measurement and control capabilities. Using this technology, residential or commercial/hospitality/industrial customers can not only enjoy savings, but piece-of-mind through automated and customized convenience and security features. The technology and end product potentially provides for healthy gross margins, due to low product cost product acquisition, installation and service cost, recurring revenue models based on demand-response, freemium and add-on features, and marketing of big data. The company initially chose to target new residential construction and electrical retrofit (such as solar installers) where standard electricians are already on-site, dramatically reducing installation cost.

3. The founders of Green Edge collectively have over 30 years of experience at Motorola, and were able to recruit and tap into a broad network of wireless and consumer products experts. The company’s wireless protocol, smart devices, gateway/hub, cloud service, and user interface were developed with the same consumer orientation, wireless technology expertise, and consumer products know-how that made Motorola the worldwide cell phone and smart phone powerhouse that it was during the 90’s and 2000’s.

4. With their passion and experience, the team:
a. developed two generations of smart switches, outlets, and lighting controls;
b. achieved commercial traction and revenue in their primary go-to-market targets of new residential construction and solar system installers;
c. formed a partnership with a major HVAC manufacturer;
d. received awards from SxSW, Sustainable Brands, and notable media outlets;
e. received UL & FCC approvals, secured volume manufacturing at a notable tier-1 manufacturer in China;
f. filed 19 innovative patent applications of which 5 have already issued or been approved for issue.

5. The company’s EDGEhome system consists of iOS and Android applications with user experience designed by the notable Magic+Might design firm in Chicago, a cloud service, an on-premises gateway/hub, a secure and robust wireless protocol, a low-power low-cost standalone transceiver/sensor/control module, and integrated wirelessly-communicating stylish smart electrical outlets and switches, and smart lighting control devices. This system is easily installed and configured by electricians, is robust and secure, and provides revolutionary sensing capability including room temperature sensing in every outlet, switch, and transceiver.

6. After achieving revenue in 2014 with its first-generation larger form factor products, the company developed its second-generation integrated outlets and switches during 2014 and was ready to ramp its second generation smart switches by late 2014 with UL approval in process for its second generation smart switches. In 4Q/2014 and 1Q/2015 the company was unable to secure the capital it needed to scale and in March 2015 the company’s Board of Directors decided to cease operations and seek a strategic partner or buyer for the company’s intellectual property and physical assets.

Strong Smart Home / Intelligent Electrical Device Patent Portfolio

EDGEhome operates in a high technology, competitive, and very innovative space. As such, EDGEhome has successfully created an intellectual property portfolio of high quality, defensible, and differentiating intellectual property in the form of patents and trademarks. In fact, the Company believes that its patent 8,957,551 covering electronic tamper resistance (shock prevention for electrical outlets) is already being infringed upon by a US company.

EDGEhome’s intellectual property expert Bill Alberth was the second most patented person in Motorola history, and has over 140 patents issued. Under Bill’s leadership, the Company has enjoyed strong success with its patents including having its first patent issue in the USA within 14 months and enjoying multiple patents issue or being allowed for issue in the USA, with several office actions on others. All patent families are active.

Companies in the smart building space will recognize the innovation and significance in EDGEhome’s issued and allowed patents:

1. Patent 8,639,391 enables electrical outlets to detect what is plugged in and control it appropriately. This allows the outlet to only dim if something dimmable-safe is plugged in, for example. Any firm contemplating development of a smart controllable electrical outlet could well see offensive and defensive value from this patent. In the commercial, industrial, and hospitality space, this patent and EDGEhome’s smart outlets unique satisfy California Title-24 energy efficiency regulations that went into effect in summer 2014. These same regulations will gain significance nationally in the USA.

2. Patent 8,957,551 covers electronic tamper resistance. With tamper resistant electrical outlets being mandated in residences by the USA National Electric Code, and with child safety being a key consumer concern, this patent is likely to have significant offensive and defensive value in the future. Today, mechanical shutters serve to implement tamper resistance in electrical outlets, but they are large, they add cost, and they frustrate many users. With smart outlets becoming commonplace over the next few years, electronic tamper resistance is predicted to become quite popular.

3. Allowed patent 13/766,123 patents methods that enable easy configuration and initialization of a smart home or smart building system. With ease of installation and use posing significant friction to adoption, this patent provides potential for a competitive advantage in the space.

4. Allowed patent 13/830,420 patents the ability for a switch to have different functionality based on household or user set conditions. Convenience and ease of use for consumers are keys for unlocking the mass market in smart home/smart building and IoT, and this patent enables unique features in that regard for smart electrical switches.

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Allowed design patent 14/302,141 enables an off the shelf Android Nexus 7 tablet to be used as a high gross margin wall-mounted tablet, using a beautiful and sleek bezel design. Using the bezel specified in this patent, consumers can enjoy the convenience of a sleek wall-mounted smart home/smart building control panel at a competitive retail price, while the company can enjoy high gross margins. A picture of the bezel is shown below.

Since inception of the company in September 2012, the company has filed a total of 19 patent applications (17 utility, 2 design). In addition to the issued and allowed patents above, the company’s other 14 pending patents are all active and cover significant growth areas in the smart home/smart building and IoT space:
1. Associating switches with devices or outlets (Convenience)

2. Changing how switches operate based on context (Convenience, Intelligence)

3. Tracking energy costs individually for each occupant in a building (Energy Costs, Meter-less Billing)

4. Detecting unsafe wiring or electrical load conditions, mitigating them, and informing the consumer (Peace-of-Mind)

5. Determination of what types of loads are safely dimmable (Convenience, Peace-of-Mind)

6. Ease of installation and configuration (Convenience)

7. Physical design of company’s smart switch (Compact, modular)

8. Augmented reality for smart building monitoring and control (Convenience, Energy Savings)

9. Enhanced thermostat capabilities (Rich Temperature Profile of a House or Building)

10. On-device indicators (lights, etc) to provide information to installers & consumers (Convenience, Peace-of-Mind, Energy Savings)

All of these patents are active with continuations open or in-process on issued and allowed patents.

 

Compelling smart home user interface, cloud, hub, and devices – the Product

For consumers the EDGEhome system provides cost-effective peace-of-mind, convenience, and energy saving capabilities that are unmatched by any competitive offerings. This complete system is turnkey and is installed and configured by DIY consumers or by standard electricians. The easily installed and feature-rich system competes well with and exceeds the features of most competitive offerings.

Acquirers active in or pursuing Smart Home, Smart Building, Home Automation, or IoT will find great value in EDGEhome’s smart home/smart building devices and services as:

1. Mass-market enablers
2. Economical buy-vs-make opportunity
3. Quick path to market for new entrants
4. Technology boost for companies adding smart home or IoT to their portfolio
5. Fast-track to enable tailwinds and additional revenue: e.g. California Title-24 energy savings regulations, demand-response capabilities, powerful thermostat capabilities
6. Complete smart electrical solution – almost immediately add smart switches, outlets, and lighting controls to an existing smart home/smart building portfolio

EDGEhome’s complete system consists of intellectual property in the form of devices, user interface, cloud service, transceiver module, protocol, and hub:
· Smart electrical devices with world-class energy monitoring, dimming capability, sensors (including room temperature at each device), and wireless control.

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o Electrical outlets (independent control/monitoring of each plug)

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o Switches

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o As installed

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o Lighting controls

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Android and iOS beautiful user interface smart home/IoT applications
o In home/wall mounted prosumer interface application
o Installer application
o Smartphone and tablet applications for access from any location

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Energy monitoring, device management, electrical switch re-assignment, scene creation and activation, weather, indoor/outdoor temperature, data gathering, telemetry, and more

Cloud Service – Economical and reliable

o Securely bridges remote devices to the home’s automation network, if they have the right security credentials
o Collects usage data and telemetry
o Tracks deployed software versions on user’s devices
o Expandable
Wireless Transceiver Module – Small, inexpensive and low-power
o Integrate program memory and non-volatile data memory
o Sensor and control capability – runs from power supply or battery
o Encryption and full automation protocol to securely and easily join anything to the EDGEhome network
o Measures room temperature

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FCC approved – embeds into other devices

Secure Wireless Protocol for smart building/smart home applications – Reliable & designed by ex-Motorola experts
o 128 bit XTEA-CCM encryption
o Rich protocol with broadcast and directed messages with ACK/NAK and configurable retries
o Over-the-air software upgrades and non-volatile memory setting
o Any device can become a repeater/zone hub

Gateway hub – powerful, inexpensive, expandable
o Bridges IP/internet to EDGEhome automation network
o Manages initialization, operation, and health management of wireless automation network
o Uses inexpensive, readily available single-board Linux computer
o Securely allows authorized remote devices to access the network
o Updates software on any/all automation devices in the network
o Enables inter-operation with other protocols and platforms e.g. Z-Wave, Zigbee, Thread, HomeKit

Specific details regarding each of these devices, interfaces, and services are included in the attached sales letter.

Green Edge Technologies – Management Team

Scott Steele –Founder

Scott is a seasoned international product development leader and wireless technology expert. With over 23 years of experience, Scott has a track record of innovation, recruiting world-class teams, delighting customers, and delivering game-changing products.

As an entrepreneur, Scott founded EDGEhome (Green Edge Technologies, Inc), a smart home/Internet-of-Things (IoT) company and grew it from a powerful idea to an award-winning revenue-generating smart home system, grew the EDGEhome brand, developed business in multiple verticals, inked partnerships with electric utilities and Fortune-1000 companies, and ramped the product for volume manufacturing at the Tier-1 contract manufacturer in China. He took the elements that made smartphones a “must-have” item and applied them to the emerging smart home industry, giving consumers a turnkey system that is affordable, easy, and valuable to consumers.

Prior to EDGEhome, Scott was Senior Vice President leading engineering, product management, information technology and quality issurance for Edgewave, a notable internet security products company. At Edgewave, Scott rationalized the product portfolio, drove significant quality improvements, shortened product development cycles, and created an innovation team to develop a new cloud-based SaaS product line.

Scott’s 20 year career at Motorola began as a software engineer and ended as a Corporate Vice President leading Motorola’s $7b global smartphone and tablet portfolio. During his career Scott spent 4 years living in China & Korea and led over 1000 engineers developing dozens of smart phones, tablets, software features for customers worldwide, filed multiple wireless technology patent applications and had 4 patents issued, created industry-leading products including the first Android phone shipping China, Motorola’s first Wifi enabled phone, the RAZR family of products for Sprint, and Motorola’s first CDMA push-to-talk phone.

Scott holds a Bachelor’s Degree in Electrical Engineering and an MBA in marketing from the University of Illinois @ Urbana/Champaign. He and his family live in Poway, California.

Seang Chau –Founding Board Member

Seang is an experienced product development executive specializing in embedded, user facing, and cloud applications and services. He has been developing software for 22 years, starting in industrial data acquisition products before moving to the defense and telecommunications industry. Seang joined Green Edge Technologies, Inc. as a founding board member primarily focused on software solutions, including the primary tablet interface, mobile clients, and cloud service.

Seang is currently SVP, Software at Motorola Mobility where he leads development of software applications, experiences, and services. Prior to joining Motorola, he was GM, Mobile Development and Devices at Microsoft where he oversaw development of Lync and Skype applications for 200 million users across smartphones, tablets, Macs, consumer electronics, and wearables. Prior to joining Microsoft, Seang was Corporate Vice President and Chief Software Engineer at Motorola Mobility, where he led software development on numerous products, including the first 3G RAZR in North America, the first fully virtualized single processor Linux phone, and Motorola’s first Android phone. During this time, he also drove the advancement of Motorola’s open source and Linux efforts, evolving the UX, software development, test, build, and release process for modern smartphone platforms. He also drove the concept and development of Motorola’s context aware engine and Webtop application, further reinforcing his reputation as one of their top software leaders and visionaries. Earlier in his career, Seang developed avionics software for the F-22 Raptor and Cubic Defense System’s MILES tactical training system.

Seang has a B.S. in Computer Engineering from the University of California, San Diego and PLDA from Harvard Business School in Boston, MA. Seang lives with his family in Los Altos, CA.

Bill Alberth – Advisory Board

With more than 155 patents issued or pending, Bill is a leading innovator in the wireless communications field. He has over 25 years of experience in digital communications, RF systems engineering, digital signal processing and new technology introductions. Prior to EDGEhome, Bill was Mobile Devices Chief Technology Officer at Motorola where he is a member of Motorola’s Science Advisory Board.
The Bidding Process for Interested Buyer

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Green Edge Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Green Edge, 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 Green Edge 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 Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 13348 Old Winery Road, Poway, CA 92604. Please also email steve@gerbsmanpartners.comwith any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

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

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

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

 

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Raydiance, Inc. – Gerbsman Partners

Posted in "Date Certain M&A Process", Date Certain M&A, Distressed Intellectual Property, Distressed IP, Inetellectual Property, Kenneth Hardesty, Raydiance, Technology, Venture Capital, tagged , , , , , , on June 15, 2015| Leave a Comment »

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

Further to Gerbsman Partners previous e-mail and sales letter of June, 2015, regarding the sale of certain assets of Raydiance, Inc., (Raydiance), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of Raydiance execute and deliver in connection with such transaction. The Raydiance Assets have been previously supplied, as outlined in the Raydiance sales letter. Also attached is Exhibit B, an updated Patent list. Ken, Jim and I will be following up to review the Bidding Process.

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

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

Prior to the bid date of July 9, 2015., I would encourage all interested parties to have their counsel speak with Cecily Dumas, Esq. of Pillsbury Winthrop, counsel to Raydiance. She is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 983 1641 office, 415 542 8730 cell cecily.dumas@pillsburylaw.com
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Raydiance Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Raydiance, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Raydiance and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Raydiance Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday, July 9, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Raydiance office, located at 1450 North McDowell Blvd., Petaluma, CA 94594. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Raydiance’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Raydiance Assets shall be the sole responsibility of the successful bidder and shall be paid Raydiance at the closing of each transaction. For additional information, please see below and/or contact:

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

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

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

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

Posted in "Date Certain M&A Process", Board Of Intellectual Capital, Date Certain M&A, DFJ, DFJ Growth, Inc., Inetellectual Property, Intellectual capital, Kenneth Hardesty, Samsung, Steven R. Gerbsman, Technology, Uncategorized, Venture Capital, Venture Capital Dispatch, Venture Wire, Venturebeat, tagged , , , , , , on June 9, 2015| Leave a Comment »

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

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

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

IMPORTANT LEGAL NOTICE:

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

The information contained in this memorandum relating to the Raydiance Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

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

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

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

This memorandum contains confidential information and is not to be supplied to any person without Raydiance’s or Gerbsman Partners’ prior consent.

SUMMARY OF HISTORICAL INFORMATION

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

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Production Machine

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Raydiance Femtosecond Laser

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

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

Barry Schuler, Chairman, Managing Director, DFJ Growth

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

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

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

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

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

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

UnknownHow Femtosecond Lasers Improve Precision Manufacturing

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

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

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

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

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

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

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

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

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

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

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

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

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

Summary of Intellectual Property

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

 Category                        Issued     Pending    Total

Total                                  33                 20              53

 

Raydiance Patent Summary

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

Ultra-short Pulsed Lasers –   178

Consumer Electronics – 24

Medical – 12

General Micro-machining – 11

Automotive –  4

Spectroscopy–  1

Total =230

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

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

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

Detailed reasons why Raydiance assets are attractive are:

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

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

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

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

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

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

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

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

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

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

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

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

Safari does not work with the above links

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Raydiance Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Raydiance, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Raydiance and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Raydiance Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday,  July 9, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Raydiance office, located at 1450 North McDowell Blvd., Petaluma, CA 94594. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Raydiance’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Raydiance Assets shall be the sole responsibility of the successful bidder and shall be paid Raydiance at the closing of each transaction. For additional information, please see below and/or contact:

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

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

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

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