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Posts Tagged ‘ken hardesty’

The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

Gerbsman Partners has been retained by GreenEdge Technologies, Inc. to solicit interest for the acquisition of all or substantially all of GreenEdge’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “GreenEdge Assets”).

Any and all the assets of GreenEdge 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 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”
1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
b.  EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
c.  EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
d.  If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yourself
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
b.  EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
c.  EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
a.  EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
b.  EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
c.  EDGEhome can easily inter-operate with your existing systems and devices.
d.  EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
b.  EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
c.  EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
d.  EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
a.  EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
b.  EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
c.  EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
d.  EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
a.  EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
b.  EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
c.  EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.
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 Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Digital Caddies (US) Inc.

Further to Gerbsman Partners previous e-mail sales letter and bidding process of April 27, 2015, regarding the sale of certain assets of Digital Caddies (US), Inc., (Digital Caddies), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of Digital Caddies execute and deliver in connection with such transaction and wire transfer information for the refundable deposit required with bids The Digital Caddies Assets have been previously supplied, as outlined in Digital Caddies sales letter. Ken, Jim and I are available to follow up and review the Bidding Process.

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

Any and all the assets of Digital Caddies 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 Thursday, May 28, 2015., I would encourage all interested parties to have their counsel speak with Jeffrey Klugman of Greene Radovsky Maloney Share & Hennigh LLP, counsel to WTI. (phone 415 248 1533 or 415 981 1400; email jklugman@greeneradovsky.com). He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.

I have also attached wire transfer information for the refundable deposit of $200,000.00 that is required for interested parties when they submit a bid. The wire transfer information is for the trust account of Greene Radovsky Maloney Share & Hennigh LLP, counsel to WTI. All refundable deposits will be held in trust by Greene Radovsky Maloney Share & Hennigh LLP and the deposits will be sent back to non-successful bidders.
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 Digital Caddies 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 Digital Caddies, 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, Digital Caddies, 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 Digital Caddies Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday, May 28, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Digital Caddies office, located at 15210 N. Scottsdale Rd # 280, Scottsdale, AZ 85254. Sealed bids may be accepted sooner than May, 28, 2015 and accepted by WTI. 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 $200,000 (payable to Venture Lending and Leasing VII, 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 Digital Caddies 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 Digital Caddies 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

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Sale of ClearEdge Power, Inc.

Further to Gerbsman Partners emails of May 21, 2014, May 14, 2014 and May 1, 2014, regarding the sale of Assets and Intellectual Property of ClearEdge Power, Inc. (“ClearEdge”), ClearEdge and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (such cases are jointly administered under Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory, executory contract rights and work-in-progress located at ClearEdge Power’s various facilities. Attached are draft Asset Purchase Agreement, Bankruptcy Court Order on June 5, 2014 and Wire Transfer information for the refundable deposit.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. On June 5, 2014, the Bankruptcy Court fixed June 25, 2014 as the last day for the submission of stalking horse bids. All other matters relative to the bid procedures that will govern the sale are being developed in consultation with the Official Committee of Unsecured Creditors and will be finalized and submitted for approval by the Bankruptcy Court at a hearing on June 24, 2014 at 11:00 a.m. It is anticipated that the final bid procedures will establish the complete sale schedule (inclusive of the deadline for selecting a stalking horse bid from among those submitted by the June 25, 2014 stalking horse bid deadline, the deadline for submitting competing bids after the stalking bid is selected and announced, a final auction date, and the date of a sale approval hearing in the Bankruptcy Court) and other sale terms (inclusive of amount of break-up fee for stalking horse bidder, required overbid amount for competitive bids to be considered, minimum bid increments, final deposit amount, bidder financial assurance requirements, and terms for the assumption and/or rejection of executory contracts).

Please contact Stephen O’Neill, Esq. 408 843 2719 oneill.stephen@dorsey.com and/or John WalsheMurray, Esq. 408 843 2718 murray.john@dorsey.com regarding legal questions about the Bid Procedures and Asset Purchase Agreement.

IMPORTANT LEGAL NOTICE:

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

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

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

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

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

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

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

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

 

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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.

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

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Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Spinal Restoration, Inc.     
Further to Gerbsman Partners e-mail of December 8, 2013 and December 3, 2013 regarding the sale of certain assets of Spinal Restoration, Inc., I attach the draft legal documents and wire transfer information below, that we will be requesting of bidders for certain Assets and Intellectual Property of Spinal Restoration, Inc.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Spinal Restoration, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

I would also encourage all interested parties to have their counsel speak with Erik S. Romberg, Esq., counsel to Spinal Restoration, Inc.

For additional information please contact Erik S. Romberb Esq, 512 320 9278
erikromberg@andrewskurth.com

Account Name                  Andrews Kurth LLP – IOLTA Attorney Trust Acct

Account Address              600 Travis, Suite 4200

Account City, State           Houston, Texas 77002

Account Number              2000019291578

Bank Name                      Wells Fargo Bank, N.A.

Bank Address                  420 Montgomery St

Bank City, State               San Francisco, California 94104

Bank ABA Code              121000248

Swift Code                       WFBIUS6S

Attention                          Veronica Ramirez, 713.220.4205

Reference                        Spinal Restoration

Please review in detail, the “Bidding Process for Interested Buyers” below.

The key dates and terms include:

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 Spinal Restoration Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Spinal Restoration Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, January 10, 2014 at 3:00 p.m. Central Daylight Time (the “Bid Deadline”) at Spinal Restorations’ office, located at 9600 Great Hills Trail Ste. West 150 Austin, Tx. 78759. 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 $200,000 (payable to Spinal Restoration, Inc.).  The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are the unsuccessful bidder.

Spinal Restoration 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.

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

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

Steven R. Gerbsman
steve@gerbsmanpartners.com  

Kenneth Hardesty
ken@gerbsmanpartners.com

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Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

Further to Gerbsman Partners e-mail of July, 25, 2013 regarding the sale of Syncapse Corp.’s assets and intellectual property (the “Syncapse Assets”), I attach the draft legal documents and refundable deposit wire transfer information that we will be requiring of bidders for the Syncapse Assets.  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 the Syncapse Assets.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreements.  I would also encourage all interested parties to have their counsel speak with Harvey Chaiton, counsel to the Receiver

For additional information please contact Harvey Chaiton of Chaitons LLP, counsel to the Receiver.  He can be reached at 416-218-1129 and/or at harvey@chaitons.com.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Syncapse Assets. Sealed bids must be submitted so that the bid is actually received by the Receiver no later than August 16, 2013 by 12:00 p.m.Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  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.

Wire Transfer information for refundable deposit required to Bid – 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.

Bank Name:  TD Canada Trust

SWIFT address for TD: TDOMCATTTOR
Correspondent bank is Bank of America, NY, NY
SWIFT address for Bank of America: BOFAUS3NXXX
Fedwire ABA # 026009593
Address: 100 33rd Street West, New York, NY  10001

US dollar account:
Account name: MNP Ltd.
IBAN (institution #) 004, transit #10852, account # 7328451
Branch address: 100 – 220 Commerce Valley Dr. West, Markham ON  L3T 0A8

For your convenience, I have restated the description of the Updated Bidding Process.

The key dates and terms include:
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 to the attention of Arif Dhanani.  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.

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Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, a member of Gerbsman Partners Board of Intellectual Capital, are pleased to announce their success in maximizing stakeholder value for a technology company that provided comprehensive standards-based solutions for role-based access control (RBAC) across enterprise networks and a medical device company that focused on the development of innovative cardiac reshaping devices to treat functional mitral regurgitation (FMR) and left ventricular (LV) dysfunction, both of which are significant in the progression of congestive heart failure (CHF).

Gerbsman Partners provided Crisis Management and Investment Banking services, focused on the control, preservation and forecasting of CASH, stabilized the creditors, provided leadership to management and the Board of Directors and facilitated the sale of associated Intellectual Property and assets. Due to market conditions, these venture capital-backed companies and their senior lenders made the strategic decision to maximize the value of the business unit and Intellectual Property.

Gerbsman Partners provided leadership to the company with:

  • Technology and Medical Device experience in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
  • Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a targeted and proprietary Gerbsman Partners “Date Certain M&A” plan;
  • The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors, Management, Board of Directors and Advisors;
  • 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. In the past 60 months, Gerbsman Partners has been involved in maximizing value for 50 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $750 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.2 billion of financings, restructurings and M&A transactions.

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

Gerbsman Partners
211 Laurel Grove Avenue, Kentfield, CA 94904
Phone: +1.415.456.0628, Fax: +1.415.459.2278
Email: Steve@GerbsmanPartners.com
Web: www.gerbsmanpartners.com

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