Feeds:
Posts
Comments

Posts Tagged ‘Intellectual Property’

October, 2014 Date Certain M&A of AxioMed Spine Corp., its Assets and Intellectual Property by Gerbsman Partners

Posted in "Date Certain M&A Process", AxioMed Spine Corp, Distressed Intellectual Property, Gerbsman Partners, Inetellectual Property, Intellectual capital, Medical Device, Steven R. Gerbsman, Venture Capital, Venture Capital Dispatch, Venture Wire, Venturebeat, tagged , , , , on October 2, 2014| Leave a Comment »

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

The sale is being conducted with the cooperation of WTI and AxioMed. AxioMed has advised WTI that it will use its best efforts to make its employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.

IMPORTANT LEGAL NOTICE:

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

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

Potential purchasers should not rely on any information contained in this memorandum or provided by WTI or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact. Please further note that all information provided herein relating to the operations of AxioMed’s business and its market positions relates to periods on or prior to August 31, 2014. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

WTI 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 WTI’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the AxioMed 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, WTI and Gerbsman Partners. Without limiting the generality of the foregoing, WTI and Gerbsman Partners, and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the AxioMed 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 is not to be supplied to any other person without Gerbsman Partners’ prior consent. The information contained herein is not subject to the Non-Disclosure Agreement, however any additional requested information will require execution of the attached NDA attached hereto as Exhibit A. Also attached is a detail sales letter, Exhibit B, AxioMed Fixed Asset List (a portion of the fixed asset list is subject to a secured lien by the Ohio Department of Development- Innovation Loan Fund), and Intellectual Property and Trademark summary.

Headquartered in Cleveland, Ohio, AxioMed is a medical device company that has developed innovative, next generation technology for restoring function in the Cervical and Lumbar Spine. The Freedom® Technology platform is a next generation elastomeric based Total Disc Replacement (TDR), which is projected to represent a multi-billion dollar market opportunity. Currently, with minimal marketing efforts the Freedom platform is on track to achieve over $1MM during the next 12 months in the EU.
To date, the Company has received investments from a number of sources totaling over $70,000,000. The Company’s equity investors are led by Thomas McNerney & Partners, Investor Growth Capital, MB Ventures and Primus.

Company Profile

Founded in 2001 AxioMed® Spine Corporation, developed Freedom with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine. While current generation discs can provide unconstrained motion and restore disc height, they cannot replicate function, lordotic curve and viscoelastic properties native to a healthy intervertebral disc.

Shown In figures 1 and 2, Freedom Cervical Disc (FCD) and Freedom Lumbar Disc (FLD) are one-piece viscoelastic artificial discs consisting of elastomeric cores bonded to titanium alloy retaining plates. The patented designs include proprietary polymer-metal bonding and morphometric characteristics for optimized fit. Freedom’s design philosophy is to re-establish the function of the spinal segment, working in conjunction with the surrounding anatomy to mimic the biomechanics of a healthy spinal segment.
The FLD was the first elastomeric technology to complete a multi-center study in Europe and receive U.S. Investigational Device Exemption (IDE) approval for a pivotal study. The technology will benefit from a significant time-to-market advantage over competition as it has enrolled more than 400 patients in the randomized pivotal U.S. study and can achieve FDA approval in 2016/2017. As a result, FLD could be the first next generation elastomeric disc approved in the U.S. Combined with CE Mark for FCD, which was received in May 2012, AxioMed’s Freedom is the most complete TDR platform in a potential multi-billion dollar market opportunity for cervical and lumbar TDRs.
AxioMed believes its assets are attractive for a number of reasons:

As a result of concerns related to clinical efficacy and lack of compelling comparative cost effectiveness data, fusion procedures have recently faced mounting reimbursement challenges, which have led surgeons and payers to actively seek an alternative standard of care for degenerative disc disease (DDD). Freedom, along with other TDRs, are poised to take advantage of this opportunity with increasing long term efficacy results and documented economic benefits. To support market launch and favorable reimbursement, AxioMed included economic endpoints in its FDA pivotal study for FLD, including surgical time, length of hospital stay, return to work time, medication usage, quality adjusted life year measurements and cost data for the index procedure as well as any subsequent interventions.
Additional AxioMed has created significant value in:

1.  CE Mark Approval for FCD – Pre-clinical testing and clinical rationale on safety and performance made up the CE Mark Technical File submission for the FCD, an anatomically optimized design that was accepted by the EU Notified Body in conjunction with the receipt of CE Mark approval in May 2012. This pre-clinical testing will also be used for an FDA IDE submission. The FLD experience provides excellent data support and a proven regulatory pathway for an efficient IDE process for the FCD.

2.  Complete FCD European Pilot Clinical Study – AxioMed’s FCD was first implanted commercially in the EU in February 2013, in conjunction with the start of the post-market study in the EU that is collecting clinical data to support an FDA IDE application (estimated for year-end 2014).

3.  Completing FLD Pivotal Clinical Study Enrollment – The Company has completed the IDE Study enrollment with more than 400 subjects, which will place Freedom on track to receive FDA approval in 2016/2017.

4.  Pro-Actively Solicit Expanded Reimbursement for TDRs – Economic data generated from the FLD IDE study will be used to expedite national coverage for FLD as a viable standard of care for DDD. This economic data will support FLD reimbursement in advance of market launch.

5.  Establish Market Awareness of Freedom with Key Opinion Leaders in Europe – Availability of FLD in Europe since 2009 has increased awareness of AxioMed’s clinical approach to TDRs. To date, key opinion leaders in strategic markets have performed TDR procedures with Freedom and have presented positive clinical outcomes data in international spine surgeon symposia.

Impact of the Freedom Technology on the market

Current Market

Industry research and analysts estimate that the current worldwide lumbar TDR market is $350 million1. Similarly, the worldwide cervical TDR market is estimated to be $600 million[1]and analysts expect growth to exceed 25%[2]. Current estimates, however, emphasize the limitations of and challenges faced by first generation TDR technologies and thus, have not fully considered the impact that next generation technologies will have in addressing third party payer and surgeon concerns, in management’s opinion. In addition, current market estimates do not fully appreciate the concept that Freedom’s pivotal study economic data will have an influential effect on the reimbursement landscape by proving to third party payers that a new technology is available to them with as good or better clinical outcomes and significantly better economics.

Limitations of Fusion

In contrast to fusion, first generation TDRs were designed to allow motion in the diseased segment and possibly provide greater pain relief, diminished disability and earlier return to activity. Results for fusion, currently the standard of care treatment for symptomatic DDD and a market exceeding $6 billion1, have demonstrated that the procedure may increase intradiscal pressure and motion at levels adjacent to the fusion which may contribute to radiographic and symptomatic DDD at levels adjacent to fusion. As the surgical treatment of choice for DDD for many years, fusion has thus far had a consistent reimbursement history. Published data indicate, however, that only about 75% of fusion patients experience any clinical benefit.[3] Only half of the fusion patients will experience major or complete relief of pain or disability. Anticipated re-operation rates within ten years are reported to be between 10% and 25%.3 Additionally, fusion is believed to cause complications that result in the potential for increased pain and patient disability. Patient and physician dissatisfaction with fusion gave rise to the concept that removal of the symptomatic disc with maintenance of motion (as is done in total knee and hip procedures) is more likely to improve clinical results and reduce or eliminate the incidence of adjacent level disease (ALD).

Recent third party payer pushback suggests some degree of uncertainty— calling into question the efficacy of roughly 25% of the overall fusion procedures.3 Additionally, issues concerning biologics (InFuse) and capitated pricing strategies have exerted significant downward pressure on fusion implant pricing. AxioMed believes that the increased scrutiny on fusion reimbursement, recent pricing trends and physician and patient desire for an alternative treatment create a significant market opportunity for a differentiated technology such as Freedom. As an example of recent payer pushback on fusion, Blue Cross/ Blue Shield recently limited fusion procedures in certain circumstances. In addition, CMS bundled pricing on anterior cervical decompression with the associated fusion procedure, which resulted in fusion pricing being essentially equal to cervical TDR reimbursement.2

Other Drivers
A recent market study suggested that approximately 77% of cervical TDR procedures were single-level with the remainder applying to two or more levels.10 This represents a significant upside potential for FCD due to its unique anatomically optimized design, including the FCD’s viscoelastic properties similar to that of a healthy natural disc and the Freedom technology’s ability to reproduce the normal spinal function and alignment.

EU Lumbar and Cervical TDR Market Opportunity

AxioMed’s assessment of the EU market opportunity was developed under similar assumptions as those used to estimate the US opportunity. The main differences are related to the timing of Freedom’s and other technologies’ earlier availability in the EU as well as consideration for the higher adoption rates experienced by new technologies in the EU. Furthermore, medical devices in the EU are typically priced at a discount to those sold in the US. Based on this premise and current pricing data, AxioMed estimated EU average selling prices for FLD and FCD to be $4,200 and $3,200, respectively, with projected prices increasing 3% annually.
European Sales

AxioMed currently markets the Freedom Technology in Europe through a limited distribution network. The primary countries are Germany, United Kingdom and Switzerland. With minimal marketing efforts the Freedom platform is on track to achieve over $1MM over the next 12 months.
AxioMed’s Assets

AxioMed has developed differentiated next generation total disc replacement platform in Freedom. The company has created significant intellectual property and assets. These assets fall into a variety of categories, including:
· 8 US Patents, 3 US patent applications, 20 PTC applications and 3 Registered trademarks

· Complete FLD Pivotal study enrollment. The Company has enrolled more than 400 patients, which will place AxioMed on track to receive FDA approval 2016/2017.

· Technology addressing the multi-billion dollar symptomatic degenerative disc disease market.

· Expanded Reimbursement for TDRs – Economic data generated from the FLD IDE study will be used to expedite national coverage for FLD as a viable standard of care for DDD.

· Asymmetric FLD design to meet the unique morphology of the L5-S1 Disc space

· Unique and clinically relevant patient data

· Market supporting pre-clinical and clinical trials underway

· Next generation product designs

· Product cost reduction designs

· Manufacturing and design equipment

· Surgical product inventory

· Intellectual capital and expertise

The assets of AxioMed will be sold in whole or in part (collectively, the “AxioMed Assets”). The sale of these assets is being conducted with the cooperation of AxioMed. AxioMed and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, AxioMed should not be contacted directly without the prior consent of Gerbsman Partners.
Next Milestones – by 2015

AxioMed is working towards additional key milestones that will be achieved by years end. These include:
· The FCD 50 Patient Multi-center Post-Market EU clinical Study. Completion of the study enrollment provides:
o Support FCD IDE submission
o Option for clinical journal publication
o Identical sample size to the FLD multi-center European clinical study
o The prospective study, sample size and two year follow up provides significance to the data set
· FDA approved ASC’s supplement to form Clinical Events Committee (CEC). Currently conducting CEC Meetings for the FLD IDE Study. The CEC is responsible for adjudicating all Adverse Events (AE) and Serious Adverse Event’s (SAE) as it relates to the investigational device and control. This is an FDA requirement and a key item in order to begin data analysis for the PMA submission.
o The FLD Pre-clinical (biomechanical/biocompatibility studies) module is complete and AxioMed is also preparing for the manufacturing module for PMA submission.
Management

Patrick A. McBrayer
President & CEO
Mr. McBrayer joined AxioMed Spine as Chief Executive Officer in 2006 and was elected to the Board of Directors at that time. Prior to AxioMed, Mr. McBrayer was Chief Executive Officer of Xylos Corporation, a medical biomaterials company. He is also a Founder of Transave Inc. (now Insmed), a biotechnology company focused on the site specific treatment of lung disease. Prior to joining Xylos, Mr. McBrayer served as President and CEO of Exogen, Inc., a company focused on the non-invasive treatment of musculoskeletal injury and disease, which was acquired by Smith & Nephew, Inc. in 1999. Previously, Mr. McBrayer was President and CEO of Osteotech, Inc., a worldwide leader in tissue technology that was acquired by Medtronic, Inc. Mr. McBrayer began his business career with Johnson and Johnson after service as an officer in the United States Army Infantry.
James M. Kuras
COO
Mr. Kuras is co-founder of AxioMed Spine and has over 25 years of medical device development experience, his primary focus being device and market development in the orthopedic spinal area. He has development experience in the both class II and class III devices and demonstrated proficiency in developing, implementing and executing strategic business plans for the US, Europe and Pacific Rim. He previously held the position of Senior Vice President and Chief Technology Officer with the company, responsible for the development of the FLD System. He also holds a number of key patents in orthopedics. His career includes positions at such notable companies as AcroMed, Sheridan Catheter and North American Instrument Corp.
Gerald Baty
CFO
Mr. Baty joined AxioMed Spine as Chief Financial Officer in 2008 with over 20 years’ experience in finance, accounting, legal, human resources, administration and business operations. He has assisted small pharmaceutical and biotechnology companies raise funding through various vehicles, including public offerings, PIPE’s, private venture financing, debt and grants. Prior to joining AxioMed, Mr. Baty was Chief Financial Officer for Mt. Cook Pharma, a pharmaceutical development company focused in Urology.
Neal D. Defibaugh
VP Clinical and Regulatory Affairs
Mr. Defibaugh joined AxioMed Spine in 2006 and has over 20 years’ of medical device clinical and regulatory experience focused in orthopedic devices. He has clinical and regulatory experience in both class II and III devices obtaining marketing clearance / approval in the US and international markets. Mr. Defibaugh joined AxioMed Spine from Smith & Nephew, Inc., Orthopedic Division, where he most recently served as Director of Clinical Affairs.

Board of Directors

§ Ashley Friedman, Investor Growth Capital
§ Peter Kleinhenz, Chairman, CID Capital
§ James Kuras, AxioMed Spine Corporation
§ Patrick McBrayer, AxioMed Spine Corporation
§ Peter McNerney, Formerly of Thomas, McNerney & Partners, LLC
§ Larry Papasan, BioMimetic Therapeutics Inc.
§ Kathy Tune, Thomas, McNerney & Partners LLC

The Bidding Process for Interested Buyers

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

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

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

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

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

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

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

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

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

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

[1] Spine Technology Summit, 2010
[2] RBC Capital Markets 2Q 2011 Spine Survey, pg 19
[3] Christensen FB. Lumbar spinal fusion. Outcome in relation to surgical methods, choice of implant and postoperative rehabilitation. Acta Orthop Scand Suppl. 75 (313); pp 2-43, 2004

Read Full Post »

The Advantages of a “Date-Certain” Mergers and Acquisition Process Over a “Standard Mergers and Acquisitions Process”

Posted in Uncategorized, tagged , , , , on July 8, 2014| Leave a Comment »

by Steven R. Gerbsman

The Advantages of a “Date-Certain” Mergers and Acquisition Process Over a “Standard Mergers and Acquisitions Process”
Every venture capital investor hopes that all of his investments will succeed. The reality is that a large percentage of all venture investments must be shut down. In extreme cases, such a shut down will take the form of a formal bankruptcy or an assignment for the benefit of creditors. In most cases, however, the investment falls into the category of “living dead”, i.e. companies that are not complete failures but that are not self-sustaining and whose prospects do not justify continued investment. Almost never do investors shut down such a “living dead” company quickly.

Most hope against hope that things will change. Once reality sets in, most investors hire an investment banker to sell such a company through a standard mergers and acquisition process – seldom with good results. Often, such a process requires some four to six months, burns up all the remaining cash in the company and leads to a formal bankruptcy or assignment for the benefit of creditors. In many instances, there are a complete lack of bidders, despite the existence of real value in the company being sold.

The first reason for this sad result is a fundamental misunderstanding of buyer psychology. In general, buyers act quickly and pay the highest price only when forced to by competitive pressure. The highest probability buyers are those who are already familiar with the company being sold, i.e. competitors, existing investors, customers and vendors. Such buyers either already know of the company’s weakness or quickly understand it as soon as they see the seller¥s financials. Once the sales process starts, the seller is very much a wasting asset both financially and organizationally. Potential buyers quickly divide the company’s burn rate into its existing cash balance to see how much time it has left. Employees, customers and vendors grow nervous and begin to disengage. Unless compelled to act, potential buyers simply draw out the process and either submit a low-ball offer when the company is out of cash or try to pick up key employees and customers at no cost when the company shuts down.

The second reason for this sad result is a misunderstanding of the psychology and methods of investment bankers. Most investment bankers do best at selling “hot” companies, i.e. where the company’s value is perceived by buyers to be increasing quickly over time and where there are multiple bidders. They tend to be most motivated and work hardest in such situations because the transaction sizes (i.e. commissions) tend to be large, because the publicity brings in more assignments and because such situations are more simply more fun. They also tend to be most effective in maximizing value in such situations, as they are good at using time to their advantage, pitting multiple buyers against each other and setting very high expectations. In a situation where “time is not your friend”, the actions of a standard investment banker frequently make a bad situation far worse. First, since transaction sizes tend to be much smaller, an investment banker will assign his “B” team to the deal and will only have such team spend enough time on the deal to see if it can be closed easily. Second, playing out the process works against the seller. Third, trying to pit multiple buyers against each other and setting unrealistically high valuation expectations tends to drive away potential buyers, who often know far more about the real situation of the seller than does the investment banker.

“Date Certain” M&A Process

The solution in a situation where “time is not your friend” is a “date-certain” mergers and acquisitions process. With a date-certain M&A process, the company’s board of directors hires a crisis management/ private investment banking firm (“advisor”) to wind down business operations in an orderly fashion and maximize value of the IP and tangible assets. The advisor works with the board and corporate management to:

1. Focus on the control, preservation and forecasting of CASH;
2. Develop a strategy/action plan and presentation to maximize value of the assets. Including drafting sales materials, preparing information due diligence war-room, assembling a list of all possible interested buyers for the IP and assets of the company and identifying and retaining key employees on a go-forward basis;
3. Stabilize and provide leadership, motivation and morale to all employees;
4. Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest.
The company’s attorney prepares very simple “as is, where is” asset-sale documents. (“as is, where is- no reps or warranties” agreements is very important as the board of directors, officers and investors typically do not want any additional exposure on the deal). The advisor then contacts and follows-up systematically with all potentially interested parties (to include customers, competitors, strategic partners, vendors and a proprietary distribution list of equity investors) and coordinates their interactions with company personnel, including arranging on-site visits. Typical terms for a date certain M&A asset sale include no representations and warranties, a sales date typically two to four weeks from the point that sale materials are ready for distribution (based on available CASH), a significant cash deposit in the $100,000 range to bid and a strong preference for cash consideration and the ability to close the deal in 7 business days.

Date certain M&A terms can be varied to suit needs unique to a given situation or corporation. For example, the board of directors may choose not to accept any bid or to allow parties to re-bid if there are multiple competitive bids and/or to accept an early bid. The typical workflow timeline, from hiring an advisor to transaction close and receipt of consideration is four to six weeks, although such timing may be extended if circumstances warrant. Once the consideration is received, the restructuring/insolvency attorney then distributes the consideration to creditors and shareholders (if there is sufficient consideration to satisfy creditors) and takes all necessary steps to wind down the remaining corporate shell, typically with the CFO, including issuing W-2 and 1099 forms, filing final tax returns, shutting down a 401K program and dissolving the corporation etc.

The advantages of this approach include the following:

Speed – The entire process for a date certain M&A process can be concluded in 3 to 6 weeks. Creditors and investors receive their money quickly. The negative public relations impact on investors and board members of a drawn-out process is eliminated. If circumstances require, this timeline can be reduced to as little as two weeks, although a highly abbreviated response time will often impact the final value received during the asset auction.

Reduced Cash Requirements – Given the date certain M&A process compressed turnaround time, there is a significantly reduced requirement for investors to provide cash to support the company during such a process.

Value Maximized – A company in wind-down mode is a rapidly depreciating asset, with management, technical team, customer and creditor relations increasingly strained by fear, uncertainty and doubt. A quick process minimizes this strain and preserves enterprise value. In addition, the fact that an auction will occur on a specified date usually brings all truly interested and qualified parties to the table and quickly flushes out the tire-kickers. In our experience, this process tends to maximize the final value received.

Cost – Advisor fees consist of a retainer plus 10% or an agreed percentage of the sale proceeds. Legal fees are also minimized by the extremely simple deal terms. Fees, therefore, do not consume the entire value received for corporate assets.

Control – At all times, the board of directors retains complete control over the process. For example, the board of directors can modify the auction terms or even discontinue the auction at any point, thus preserving all options for as long as possible.

Public Relations – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

Clean Exit – Once the auction is closed and the consideration is received and distributed, the advisor takes all remaining steps to effect an orderly shut-down of the remaining corporate entity. To this end the insolvency counsel then takes the lead on all orderly shutdown items.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 69 Technology, Life Science and Medical Device companies and their Intellectual Property, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $800 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

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

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: http://www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com
Skype: thegerbs

Read Full Post »

Successful “Date Certain M&A” of Bell & Howell Intellectual Property/Patents

Posted in "Date Certain M&A Process", Bell and Howell, Board Of Intellectual Capital, Date Certain M&A, Inetellectual Property, Kenneth Hardesty, Steven R. Gerbsman, Uncategorized, tagged , , , , , , on March 10, 2014| Leave a Comment »

gp_nl_header

San Francisco, March, 2014
Successful “Date Certain M&A” of Bell & Howell Intellectual Property/Patents
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty a member of Gerbsman Partners Board of Intellectual Capital, announced today their success in monetizing and maximizing Intellectual Property/Patents value for Bell & Howell. The company’s Intellectual Property/Patents covered the same technology which enables users to select and manage his/her preferences for receiving information from a business.

Gerbsman Partners provided Intellectual Property Investment Banking leadership and facilitated the sale of the Intellectual Property and Patents.  Due to market conditions, Bell & Howell made the strategic decision to monetize and maximize the value of the Intellectual Property/Patents. Gerbsman Partners provided leadership to the company with:

1.  Intellectual Property Investment Banking and technology domain expertise in developing the strategic action plans for monetizing and maximizing value of the Intellectual Property;
2.  Proven domain expertise in maximizing the value of the Intellectual Property/Patents through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Management and Advisors;
4.  The proven ability to “Drive” toward successful closure for all parties at interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 81 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

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

Unknown

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com
Skype: thegerbs

Read Full Post »

Bell and Howell – Intellectual Property/Patent Acquisition Opportunity – Gerbsman Partners

Posted in Bell and Howell, Gerbsman Partners, Inetellectual Property, Uncategorized, tagged , , , , on October 1, 2013| Leave a Comment »

San Francisco, October, 2013

Intellectual Property/Patent Acquisition Opportunity from Bell & Howell

As part of Gerbsman Partners (http://gerbsmanpartners.com) focus for maximizing value of Intellectual Property, I am attaching for your review and potential interest, two Patents for acquisition from the owner, Bell & Howell, LLC (http://bellhowell.net).  The Patents (US Patent Nos. 6,157,924 and 6,701,315, see attached) cover the same technology, which enables users to select and manage his/her preferences for receiving information from a business.

Bids for the sale of the patents will be due on November 8, 2013 and will be subject to “The Bidding Process” which will be forwarded in a separate email.

Patents (US Patent Nos. 6,157,924 and 6,701,315
Title:     Systems, Methods, and Computer Program Products for Delivering Information in a Preferred Medium  (US Patent Nos. 6,157,924 and   6,701,315)

Inventor: Pamela Sue Austin

Assignee/Owner: Bell and Howell, LLC

Abstract: The ‘924 Patent and the ‘315 Patents relate to data processing systems, methods and computer program products for delivering information in medium (or media) as selected by a customer (“user”) of a business.

Description: The ‘924 Patent and the ‘315 Patents cover the same technology. The technology enables a user to select and manage his/her preference for receiving information from a business.  The user can pick one or more communication methods for delivery, including methods such as printed material,  e-mail, HTML (browser readable), FAX, or any other method.  The solution works by allowing a user to set up a profile in a preference management system with the information provider which reflects his preference. The system will automatically reformat the information, for each user that setup a profile, to be able to deliver via the preferred delivery method.  In addition, the integrity of information delivered to a user is verified to ensure a record of delivery is available.

Innovation: The invention allows a business to deliver information and messages via one or many messaging formats based on the preference of each individual user.  In a nutshell, it allows a business to provide the information a user wants, how they want it.

Advantages: Alternative messaging via print and electronic mediums has become necessary for businesses to stay competitive, be able to satisfy customer preferences, and stay current with emerging technologies. The invention facilitates alternative messaging between businesses and a user wherein a variety of delivery media can be utilized to communicate information.

Market Potential & Application Domain: The ‘924 Patent and ‘315 Patent are very attractive to any business delivering information or communications to its customers in multiple formats.  Potential market segments that could benefit from use of the invention include:

1.         Credit card companies (Billing, membership solicitations, special offers, etc)

2.         Travel companies (Airlines, travel agencies, etc)

3.         Music and book clubs

4.         Corporations (Annual and Quarterly reports, SEC documents, proxies, meeting announcements, etc)

5.         Banks (Statements, notifications, etc)

6.         Insurance companies (Statements, solicitations, etc.)

7.         Utilities (Statements, etc)

8.         Universities (Acceptances and rejections, fund raising solicitations, course listings, grades, statements, etc)

9.         Large charities (Museums, orchestras, religious charities, benefit organizers, etc)

10.      Retailers (Catalogs, special offers, credit card solicitations, etc)

11.      Professional societies (IEEE, APS, ACS, etc)

12.      Political parties

13.      The US and state governments

14.      United States Postal Service

Technological Key Words: Alternative messaging; preference and enrollment database

Market Key Words: Alternative messaging; one-to-one marketing, multi-channel messaging, electronic delivery, EBPP

About Bell and Howell, LLC

Bell and Howell is a leading global provider of multi-channel communications solutions, providing messaging technologies for print, Web and mobile delivery.  They are dedicated to drive positive growth for their customers, and their suite of solutions are designed to be open, flexible, solve unique customer needs, and enable the highest quality and lowest cost production of highly relevant customer communications. Supporting these solutions is one of the largest dedicated service organizations in the industry. Headquartered in Research Triangle Park, N.C., the company maintains development and manufacturing facilities in Wheeling, Ill., Bethlehem, Pa., Rochester, N.Y., Dallas, Texas, and Waterloo, Ontario, Canada. For further information, please visit http://www.bellhowell.net.

About Gerbsman Partners

Gerbsman Partners is a private investment bank focused on maximizing value for stakeholders of Intellectual Property companies.  Gerbsman Partners and its Board of Intellectual Capital has helped maximize Intellectual Property stakeholder value for 79 technology, medical device, digital marketing, social commerce, life science and solar companies through our proprietary “Date Certain M&A Process” and has restructured/terminated over $ 810 million of prohibitive real estate and equipment leases, sub-debt and creditor issues. Since 1980, Gerbsman Partners has been involved in over $ 2.3 M&A, financing and restructuring transactions.

If you have any interest in the acquisition of these Patents, please call:

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

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

Read Full Post »

Gerbsman Partners – Date Certain “Sale of Syncapse Corp. its Assets and Intellectual Property”

Posted in "Date Certain M&A Process", Gerbsman Partners, Inetellectual Property, Receiver, Restructuring, Syncapse, Uncategorized, tagged , , , , on July 25, 2013| Leave a Comment »

SALE of Syncapse Corp, its Assets & Intellectual Property
Gerbsman Partners – http://gerbsmanpartners.com – has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com), to solicit interest for the acquisition of  Syncapse’s intellectual property (the “Syncapse Assets”).

Headquartered in Toronto, Canada and with offices in New York City, London and India, Syncapse is a provider of technology-enabled social performance management services for global, enterprise clients with multiple B2C brands.

In July 2012, the Company acquired the assets of Clickable, Inc., as well as its India subsidiary (together, “Clickable”), a leading search and social media ad tech company, with approximately $32 million raised. This added a deep expertise in digital paid advertising, and a skilled, cost-effective R&D and support team based in Gurgaon, India.

Syncapse derives revenue from 3 related lines of business: SaaS subscriptions, Ads and media solutions, and consulting services.

____________________________

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the Syncapse Assets has been supplied by Syncapse. It has not been independently investigated or verified by the Receiver, Gerbsman Partners, their agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by the Reciever, Syncapse 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.

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

Any sale of the Syncapse 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 the Receiver, Syncapse and Gerbsman Partners. Without limiting the generality of the foregoing, the Receiver, Syncapse and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Syncapse 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.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of Syncapse since such date.  Neither the Receiver, Syncapse or Gerbsman Partners, or their respective staff, agents and attorneys, undertakes any obligation to update any information contained herein.

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

SUMMARY OF HISTORICAL INFORMATION

Syncapse provided technology-enabled social performance management solutions for global, enterprise clients with large brand portfolios. The Company operationalized and scaled social media efforts through its cloud-based, Syncapse Platform, a unified suite of on-demand tools and applications. Key elements of Syncapse’s Platform include: publishing & collaboration, social & search ad management technology, the SocialSYNC™ data management store, and the extensible and customizable Syncapse Analytics Suite. Leveraging this proprietary technology, the Company also offered a robust set of consulting and data services designed to meet the complex requirements required by global brands. Together, Syncapse’s capabilities enabled clients to build brand health and drive incremental reach, frequency, and effectiveness with minimal marketing investment, while delivering a consistent, coordinated customer experience across multiple social media outlets.

Syncapse offered enterprise brands a fully integrated, SaaS-based, social performance management solution which combines paid, earned, and owned media. Syncapse’s comprehensive, unified platform enabled marketers to manage campaigns across all brands, geographies, and social media channels, and is the best solution to bridge the gap between marketing and IT requirements. Syncapse powered the world’s largest multinational corporations including Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and L’Oreal Canada Inc..

Syncapse was headquartered in Toronto, Canada with an R&D and support center in Gurgaon, India, and offices in New York and London.

Target Market:
Syncapse was positioned to benefit from accelerating growth in marketing technology budgets and the continuing migration of the social conversation to the C-suite. With the explosive adoption of social platforms like Facebook, Twitter, YouTube, and LinkedIn, social media has become one of the fastest growing segments of digital marketing today, with estimated market size expected to reach $16Bn by 2016[1]. According to Altimeter Group, Global corporations are struggling to manage an average of 178 business-related social media accounts, along with a host of potential legal, compliance, and brand perception risks. Further, use of social media has transformed from simple marketing tactics to sophisticated enterprise-wide strategic initiatives, creating IT challenges involving data, analytics, content management, security, and consumer privacy protection. As a result, global brands are accelerating growth of marketing technology budgets.

Recurring revenue model:
Syncapse generated revenue from three revenue streams: recurring subscription-based software licenses, support and consulting services, a large percentage of which was typically retained and recurring and media and advertising (self-serve and managed).

Customers:
Syncapse’s strong customer base included blue-chip customers such as Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and  L’Oreal Canada Inc., among others.

In addition to its enterprise customer base, the company had approximately 100 small and medium business clients that use Syncapse Ads, either on a self-serve or managed services basis.

Proprietary, scalable technology platform that leverages the Company’s industry-leading analytics capabilities.
Syncapse had pursued a client-centric approach to build technology and infrastructure that accepts third-party data integration, created meaningful data visualization and analytics, and enabled efficient, collaborative, global publishing. Following the acquisition of Clickable in July 2012, the Syncapse platform functioned across paid, owned, and earned media – mission-critical in today’s social media marketplace. New platform enhancements also helped global marketers aggregate, normalize, and optimize social data and insights across media channels, brands, and markets. Syncapse had 3 out of 4 Facebook Preferred Marketing Developer badges, and submitted for the 4th, which will put the Company in the elite position of being one of two developers with all four (joining Adobe).

Intellectual Property
Syncapse generated a substantial body of intellectual property in the form of production software (source code, testing tools, APIs), trademarks, and know-how, including familiarity with all relevant social media platform APIs. Details of the Company’s IP (patent filings, trademarks and software) are set out in Appendix B.

THE FOLLOWING FINANCIAL DATA IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY.  PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS.  THIS INFORMATION SHOULD NOT BE RELIED UPON TO MAKE FUTURE PERFORMANCE PROJECTIONS OF ANY KIND.  (historical financial data to be supplied upon request for a sales letter by qualified interested partie

The reasons why Syncapse’s assets are attractive are:

Syncapse has historically experienced strong, underlying growth and has been the leader in the field of social media technology and services for the past 5 years. However, recent working capital constraints and an overly leveraged balance sheet have created the opportunity for the sale of the Syncapse Assets.  The acquisition of the Syncapse Assets can enable the purchaser to realize significant short and long term value from exploitation of the subject intellectual property.
·       Enterprise-Class Technology – Syncapse’s products were developed with direct input from some of the world’s largest marketers, including The Coca-Cola Company (Syncapse Platform), Alticor Inc. (Amway) (Syncapse Franchise edition) and Anheuser-Busch InBev (Syncapse dashboard and analytics), and were running in production for these clients and more.

·       Low-cost, highly skilled R&D organization – Syncapse’s R&D and support, were centered in Gurgaon, India, which is a rapidly growing high-tech suburb of New Delhi. Previously with approximately 80 employees, and an average annual salary cost of $27,000, Syncapse India was a cost-effective, scalable R&D and support centre. The team averaged 4.6 years of work experience, 28 years of age, 2 years of tenure with the company, with >50% of the product development team graduating from Tier 1 schools in India.

·       R&D Investment: Syncapse invested over $25 million in R&D, with Clickable having invested approximately a further $11 million in R&D prior to its acquisition by Syncapse. This combined R&D investment, of approximately $36 million, resulted in mature, production SaaS platforms, tools and test suites that were the result of hundreds of man-years of software development.

·       Robust Growth: Syncapse’s revenue was historically heavily concentrated with RIM/Blackberry, which accounted for as much as 89% of the company’s revenue in 2009, but <10% in FY2013. As RIM reduced its marketing spending, due to its own market challenges, Syncapse had to backfill the decline in RIM revenue with other enterprise clients. While top-line revenue growth appears flat and net income performance has been volatile, the Company had underlying, year-over-year growth, ex-RIM, with the addition of major enterprise clients during periods of significant investment in product development.

·       Attractive Industry – Digital advertising and marketing, and social media in particular, is growing at a rapid rate, as companies continue to shift marketing budgets away from traditional media to new, consumer-direct relationships. With the explosive adoption of social platforms like Facebook, Twitter, YouTube, and LinkedIn, social media has become one of the fastest growing segments of digital marketing today, with estimated market size expected to reach $16Bn by 2016[2]. According to Altimeter Group, Global corporations are struggling to manage an average of 178 business-related social media accounts, along with a host of potential legal, compliance, and brand perception risks. Further, use of social media has transformed from simple marketing tactics to sophisticated enterprise-wide strategic initiatives, creating IT challenges involving data, analytics, content management, security, and consumer privacy protection. As a result, global brands are accelerating growth of marketing technology budgets.

·       Diversified Base of Customers – Syncapse’s customer base is comprised of some of the world’s largest B2C brand marketers across a range of industries. The list includes: Anheuser Busch-InBev, Alticor Inc. (Amway), The Coca-Cola Company, Diageo PLC, JPMorgan Chase Bank, Johnson & Johnson Limited and L’Oreal Canada Inc., among others,

·       Excellent Relationships – Syncapse’s strength was predicated on strong relationships within and outside the social media industry. Syncapse achieved 3 out of 4 Facebook Preferred Marketing Developer certifications (only one company, Adobe, has achieved all 4), and had senior level relationships across Facebook, Twitter, LinkedIn, Google, and other major players in the social media space.

·       Opportunity for Future Growth  – Opportunities for growth can be realized by fully exploiting the global nature of the client contracts that are in place (Master Services Agreements, SaaS Platform Licensing Agreements) by taking advantage of the existing client base, and selling into local and regional client groups and new business development of the SaaS applications running in production.

·       Market Position: Syncapse was a significant enterprise-focused, social media company in a group that included Adobe, Oracle and Salesforce, each of which had added similar capabilities via acquisition. While Syncapse was not the biggest of the group, it had the advantage of being one of the first entrants into this early-stage market, and an exceptionally strong reputation for providing a combination of social media and data solutions to global enterprise clients.

·       Corporate Agreements in Place: The Company’s Master Services Agreements and/or SaaS License Agreements are in place with the following companies: Anheuser-Busch InBev; Alticor (Amway); Diageo PLC; Goodyear Dunlop Tires Operations S.A.; Johnson & Johnson Limited; JP Morgan Chase Bank; L’Oreal Canada Inc.; Reckitts Benckiser Corporate Services Limited; The Coca-Cola Company, and several smaller entities.

[1] Forrester Group

[2] Forrester Group

The Bidding Process for Interested Buyers
Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.
 
Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.
 
The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
 
The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.
 
Management Team at Syncapse (for information purposes only):
 
Michael Scissons, Founder & CEO
Serial entrepreneur, tech enthusiast and social media veteran, Michael is the chairman, founder and CEO of Syncapse. Since its launch in 2007, Syncapse has been firmly rooted in Michael’s passion for developing innovative and accessible technology. It is these beliefs that have enabled Michael to grow Syncapse internationally—spanning the US, Canada, Europe and India—and to serve the world’s largest global brands. An avid writer and sought after industry pundit, Michael regularly contributes to many industry-leading sources including Bloomberg West, Advertising Age and Fast Company.

In 2010, Michael was awarded Ernst & Young’s prestigious Emerging Entrepreneur of the Year award. Before Syncapse, Michael led Facebook media sales in Canada as Director of Facebook Media within the Interpublic network. He worked with pioneering brands to integrate their marketing into Facebook starting in early 2006. Michael graduated from the University of Saskatchewan, where he debuted businesses based on concepts he’d developed since the tender age of six.

Sarah Johnson, SVP Brand Partnerships and Managing Director
Sarah is a member of the Executive Team and leads the Client Solutions consulting group. She has worked on the client and consulting areas of the business, having started her career in marketing at Microsoft and Wyeth Consumer Healthcare, followed by a shift to consulting for a technical marketing firm. Sarah has been with Syncapse from the beginning, supporting   our major clients’ successful growth in social media. Sarah is well versed in the challenges associated with social media management, ranging from gaining internal buy-in to setting a coordinated enterprise strategy with regional flexibility and ultimately understanding what drives success. Sarah is based in Toronto. Outside of the office, she loves to travel the globe in search of new adventures.

Sundeep Sahi, SVP Engineering and Managing Director (India)
Sundeep comes to Syncapse from Clickable with extensive software development and management experience, bringing expertise in the Internet, security and distributed technologies. He has held management and technical   roles in large companies like Microsoft and Aditi, and start-ups like Talisma and eLiveBooks.

Prior to his time at Clickable, Sundeep worked at Microsoft on a variety of products including Biztalk Server and Distributed Application Server; he was responsible for services design and architecture.
Sundeep has a Bachelor of Technology degree, with Honors in Electrical Engineering, from Kurukshetra University, India.

Fred Rolff, CFO
As CFO, Fred is responsible for managing Syncapse’s growing financial, legal, IT and administration infrastructure, maximizing revenue growth across all markets. Fred’s previous roles include Vice President of Finance at Tremor Media, Vice President and Controller at The Knot, and CFO at both MeMedia Inc. and Sentigen Holding Corp. He also served as Director, Financial Strategy for Rare Medium Group and Supervising Senior Accountant at KPMG, giving him a unique array of finance, accounting, and operating experience.

Applying the wealth of knowledge he has accumulated over the years, Fred ensures that we maximize our investment in the Syncapse product to maintain its world-class quality. Fred holds a Bachelor of Science degree in Accounting from Villanova University and an MBA in Finance from Fordham University.

For additional information

Steven R. Gerbsman – steve@gerbsmanpartners.com

Kenneth Hardesty – ken@gerbsmanpartners.com

Read Full Post »

« Newer Posts - Older Posts »