The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Palyon Medical Corp.
Further to Gerbsman Partners previous e-mail and sales letter of January, 2015, regarding the sale of certain assets of Palyon Medical Corp., (Palyon), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of Palyon execute and deliver in connection with such transaction. The Palyon Assets have been previously supplied, as outlined in Palyon sales letter. Also attached is Exhibit A, the NDA and updated Fixed Asset list. Ken and I will be following up to review the Bidding Process.
Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Palyon MedicalCorp., to solicit interest for the acquisition of all or substantially all of Palyon’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Palyon Assets”).
Any and all the assets of Palyon 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 March 6, 2015., I would encourage all interested parties to have their counsel speak with Maggie Wong, Esq. of Goodwin Procter counsel to Palyon. She is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 733 6071 – mwong@goodwinprocter.com
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Palyon Medical Corp. 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 Palyon Medical Corp. Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, March 6, 2015 at 3:00 p.m. Central Daylight Time (the “Bid Deadline”) at Palyon Medical Corp.s’ office, located at 28432 Constellation Road, Santa Clarita CA . 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 Palyon Medical Corp., 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.
Palyon Medical Corp. 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. Palyon Medical Corp. will require the successful bidder to close within a 7 day period. Any or all of the assets of Palyon Medical Corp. 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 Palyon Medical Corp. Assets shall be the sole responsibility of the successful bidder and shall be paid to Palyon Medical Corp. at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman Gerbsman Partners
(415) 456-0628
Kenneth Hardesty Gerbsman Partners
(408) 591-7528
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