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Here is another merger bit of news from TechNewsWorld.

“If regulators approve Comcast’s acquisition of a majority interest in NBC Universal, the cable company will instantly become a major content producer, going head to head with ABC, Viacom and Fox. “Comcast believes that controlling content will ensure the future successof its distribution system,” said entertainment-corporate attorney Jeff Liebenson.

It’s official: Comcast (Nasdaq: CMCSK) has engineered what appears to be the biggest media joint venture of the year — a multibillion-dollar merger that will combine General Electric’s (NYSE: GE) NBC Universal with Comcast’s own cable networks.

Once complete, Comcast will take majority ownership of NBC, ending GE’s 20 year control of the network. It is a complex transaction that, among other things, requires GE to buy Vivendi’s 20 percent stake in NBC for US$5.8 billion — a deal within a deal that was agreed upon last month.

Terms of the transaction call for Comcast to pay GE some $6.5 billion and contribute programming valued at $7.25 billion in exchange for its 51 percent stake.

The merger still must meet regulatory approval, which may require that Comcast make certain concessions. Already some members of Congress are calling for hearings to determine the merger’s impact on consumers.

NBCU chief Jeff Zucker will report to Stephen Burke, Comcast’s operating chief, who will oversee the takeover once the deal is complete.

For all the complexity surrounding the transaction, its end goals are fairly simple: GE wants to focus on other elements of its diverse corporate kingdom. Comcast wants access to content for distribution on its own networks.”

Read the full article here.

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SALE OF ASSETS OF OMNISONICS MEDICAL TECHNOLOGIES, INC.

INTRODUCTION
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Emigrant Bank (“Emigrant”) to solicit interest for the acquisition of all, or substantially all, assets of OmniSonics Medical Technologies, Inc. (“OmniSonics”).  OmniSonics was a leader in commercializing technology that uses ultrasound technology to break up blood clots.
A copy of the proposed purchase agreement is attached as Exhibit A, as well as a confidential information memorandum and related documents.  A Purchaser who wishes to participate in the auction must submit a sealed bid which is actually received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”).

The assets of OmniSonics are attractive for a number of reasons:

· FDA approved product indicated for the removal of thrombus in the peripheral vasculature and the infusion of physician specified fluids.
· Intellectual Property: a comprehensive patent estate which includes 20 issued patents and 16 pending patent applications in the U.S., as well as 6 issued patents and 13 pending patent applications outside of the U.S. Many of the key patents which cover apparatus, methods and uses do not expire until 2022.  A list of the intellectual property is attached as Exhibit B.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Deep Vein Thrombosis (DVT) Sonic I.
· Preliminary Prospective, Registry Patient Data Set for removal of thrombus in patients with Acute Limb Ischemia) Sonic II.
· Manufacturing, Design and Calibration Equipment.
· Relationships with Third Party Manufacturers that can assist with the production of saleable product.

OmniSonics  Company Profile

Founded in 1999, OmniSonics was a private, Wilmington, MA-based revenue stage medical device company. Over the past 10 years, OmniSonics raised approximately $100MM in equity and debt from leading venture capital firms including GE Asset Management, Nomura Phase4 Ventures, Domain Associates, H&Q Asset Management and Canaan Partners.

Bankruptcy Case. On March 23, 2009, OmniSonics filed a chapter 7 bankruptcy case in the United States Bankruptcy Court for the District of Massachusetts.  John J. Aquino is Trustee. Emigrant’s affiliate, Life Sciences Capital, LLC, was a prepetition lender to OmniSonics and Emigrant has entered into a transaction with the Trustee to purchase substantially all of the assets of OmniSonics, including its intellectual property. Emigrant has retained Gerbsman Partners to conduct a sale of these assets.  Some of the former employees of OmniSonics may be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, former employees or officers of OmniSonics and the Trustee should not be contacted directly without the prior consent of Gerbsman Partners.

Assets Being Sold. The assets which are being sold consist of substantially all of the intellectual property of OmniSonics including issued patents and trademarks, related records, patent applications, and certain equipment.   These are referred to as the “Assets.”

IMPORTANT LEGAL NOTICE

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

The information contained in this memorandum relating to the Assets has been supplied by former executive officers of OmniSonics and the Trustee. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Prospective 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 with the proposed sale, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties must satisfy themselves through independent investigations and due diligence as they see fit.

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 with the proposed sale and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of OmniSonics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the OmniSonics 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 OmniSonics, Gerbsman Partners, Emigrant or the Trustee. Without limiting the generality of the foregoing, the foregoing parties and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the 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.

Please refer in the Confidential Information Memorandum to the section on Legal Considerations for further information about these matters, and the section on Bidding Procedures for information about bidding procedures.


BIDDING PROCEDURES

1. Each person or entity who is or may be interested in bidding for and purchasing all or some of the Assets shall be referred to as “Purchaser.” Each Purchaser who executes the Confidentiality Agreement may request access to former personnel of OmniSonics who may be made available and access to the “Data Room” which includes various documents (the “Diligence Access”).  Any Purchaser seeking access to OmniSonics personnel or who wishes to request additional information should contact Gerbsman Partners.  Each Purchaser who executes the Confidentiality Agreement and obtains the Diligence Access (whether or not such Purchaser has obtained all or some portion of the personnel and access materials) shall be deemed to acknowledge and represent:  (a) that it is bound by the bidding procedures described herein; (b) that it has had an opportunity to inspect and examine the Assets and to review pertinent documents and information with respect thereto; (c) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners or Emigrant; and (d) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners and Emigrant do not make any representations as to the accuracy or completeness of the same.

2. A Purchaser who wishes to participate in the auction must submit a sealed bid, which is to be received by Emigrant no later than Friday, November 6, 2009 (the “Bid Deadline”), to Karen Wold, Emigrant Bank, 6 East 43rd Street, 20th Floor, New York, New York 10017 and e-mailed to:  Woldk@emigrant.com and steve@gerbsmanpartners.com.  The bid shall contain:  (a) a list or identification of the Assets such Purchaser wishes to purchase; (b) the amount of the bid; (c) any proposed changes to the Purchase Agreement and all exhibits and schedules, with redline to show all such changes and (d) any other information that Purchaser deems relevant.  All bids must be accompanied by a refundable deposit check in the amount of $50,000 (payable to Emigrant).

In addition:

(a) Bids may be made for all or any portion of the Assets.

(b) Any Purchaser making a bid must be prepared to provide independent confirmation that it possesses the financial resources to complete the purchase.

(c) Emigrant reserves the right to, in its sole discretion, extend the Bid Deadline, accept or reject any bid, or withdraw any or all Assets from the sale.

(d) Emigrant shall determine the highest and best bid and may contact Purchasers regarding their bids prior to the final determination.  The winning bidder will be notified as soon as possible after the Bid Deadline. Unsuccessful bidders will have their deposits returned to them.

(e) A successful Purchaser with regard to some or all of the Assets will be required to increase its deposit to $200,000 within 24 hours of being notified it is a successful Purchaser and be prepared to close within seven (7) days of being notified that its bid has been accepted. All sales, transfer, and recording taxes, stamp taxes, if any, relating to the sale of the Assets shall be the sole responsibility of the successful bidder and shall be paid to Emigrant at the closing of each transaction.  If the successful bidder fails to close, Emigrant may retain the deposit, exercise any remedies under applicable law and subsequently sell to another party.

(f) Any Purchaser who bids shall have no remedy against Emigrant or Gerbsman Partners or any other person except for the return of its deposit; provided, that, any Purchaser who enters into an Asset Purchase Agreement shall have all remedies under such Agreement and under applicable law.

(g) Copies of all bids should be sent by e-mail to steve@gerbsmanpartners.com

CONTACTS

For additional information, please do not contact OmniSonics or the Trustee directly; instead please contact:

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

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

Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com

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

Other covering this topic include: Xconomy, Taragana.

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Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty, Merle McCreery and Dennis Sholl, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital backed, public medical device company that focused on developing and commercializing innovative customizable drug eluting stent systems for the treatment of cardiovascular artery disease.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit, associated Intellectual Property and assets. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property.

Gerbsman Partners provided leadership to the company with:

  • Crisis Management and medical device domain expertise 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 Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
  • The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management 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. Since 2001, Gerbsman Partners has been involved in maximizing value for 60 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $780 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, 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, Alexandria, VA, San Francisco, Europe and Israel.

For additional information please visit www.gerbsmanpartners.com

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Here is a story from the Powerline Blog.

“I’ve assumed that the profligate spending and borrowing planned by the Democrats in Congress and the White House will run up a debt that we and our children just can’t pay, so, in the time-honored tradition of banana republics, the Obama administration or its successors will inflate our currency and repay its creditors (China, mostly) in devalued dollars. Thus, I’ve been buying gold. I’ve assumed that an actual default by the United States government is unthinkable.

Jeffrey Rogers Hummel, however, disagrees. He writes: Why Default on U.S. Treasuries Is Likely. HIs thesis is that times have changed, and it isn’t so easy to inflate our way out of debt:

Many predict that…the government will inflate its way out of this future bind, using Federal Reserve monetary expansion to fill the shortfall between outlays and receipts. But I believe, in contrast, that it is far more likely that the United States will be driven to an outright default on Treasury securities, openly reneging on the interest due on its formal debt and probably repudiating part of the principal.

Hummel explains that most money is now created privately by banks and other institutions, not the government, so that “[o]nly in poor countries, such as Zimbabwe, with their primitive financial sectors, does inflation remain lucrative for governments.”

A steep tax increase won’t really work for the Obama administration either. ”

To read the full article, click here.

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Gerbsman Partners has been retained by XTENT, Inc. to solicit interest for the acquisition of all, or substantially all, the assets of XTENT, Inc. (“XTENT”).  The Sale of XTENT’s assets is being conducted pursuant to a Plan of Complete Liquidation and Dissolution which was approved by XTENT’s board of directors on May 11, 2009 and by its stockholders on August 3, 2009 (“Plan of Dissolution”).

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

The information contained in this memorandum relating to XTENT’s Assets has been supplied by XTENT. It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by XTENT, 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 such independent investigations as they or their legal and financial advisors see fit.

XTENT, 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 XTENT’s or Gerbsman Partners’ negligence or otherwise.

It is expected that any sale of the XTENT 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 XTENT or Gerbsman Partners. Without limiting the generality of the foregoing, XTENT and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the XTENT Assets and any portions thereof, including, but not limited to, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

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

Headquartered in Menlo Park, California, XTENT, Inc. is a medical device company focused on developing and commercializing innovative customizable drug eluting stent systems for the treatment of cardiovascular artery disease.

XTENT believes its assets are attractive for a number of reasons:

XTENT’s Custom NX® drug eluting stent systems are CE Marked and represent:
– the first customizable stent system ever approved for sale
– the longest coronary stent system ever approved for sale
– the first approved stent system to allow treatment of multiple lesions using one catheter
– the first approved stent system to incorporate a post-dilatation feature into the delivery catheter.

Post dilatation is the use of a balloon to further expand a section of a stent after it has been deployed in order to better position that section of the stent against the blood vessel walls.  Other stent systems require the insertion of a separate balloon in order to post-dilatate.

XTENT’s Custom NX drug eluting stent systems received a conditional IDE (Investigational Device Exemption) from the United States Food and Drug Administration.

XTENT’s Intellectual Property includes 31 issued US patents, 57 pending US patent applications, 11 granted international patents and 99 international pending patent applications related to custom-length stent deployment, stent structure, drug eluting balloons and bioabsorbable medical implants.

Custom NX is a differentiated stent and delivery technology
– The ability to tailor the stent to the lesion is unique to XTENT and may offer significant clinical benefits
– XTENT’s segmented stent design allows for improved deliverability, flexibility and conformability
– Treatment of multiple lesions and balloon post-dilatation with a single catheter
– Treatment of long lesions up to 60mm in 6mm increments without the need to overlap
– Compelling clinical data from 248 patients in the CUSTOM I/II/III and PK trials with long term follow-up
– An existing license agreement with Biosensors for Biolimus A9 (BA-9)
– Reduce the number of SKU’s required to stock the cath lab from approximately 50 per company, down to 3

Large and well established drug eluting stent market
– Existing greater than $4.0 billion and growing worldwide drug-eluting stent market
– Existing reimbursement
– Physician base known for rapid adoption of new technologies that provide improved safety/efficacy and/or greater efficiency

Peripheral Stent: XTENT’s peripheral stent technology is a modular customizable nitinol self expanding stent which consists of a series of stent segments. These segments allow the user to customize the length of stent for the lesion treated by controlling the number of discrete segments to be deployed in situ up to 200+mm.

Bioabsorbable Stent: XTENT’s bioabsorbable stent technology has a unique method involving the integration of thermally controlled nanoparticles into the polymer of the stent. Once activated by light, the nanoparticles temporarily allow the stent to become compliant in order to allow for its expansion.

Drug Eluting Balloon: XTENT’s custom stent IP and technology can be applied to a customizable drug eluting balloon system which may offer significant potential benefits versus fixed length drug eluting balloons.  First, XTENT’s sheath protected delivery system protects the balloon’s drug coating as it is delivered to the target lesion. Second, the ability to customize the length and diameter of the stent while in the patient’s artery may reduce the incidence of geographic miss.

XTENT Company Profile

XTENT was founded in 2002 and completed its initial public offering in 2007 raising net proceeds of $68.2 million.  Prior to its IPO, XTENT raised approximately $75 million through private placements of its convertible preferred stock involving leading venture capital firms including Morgenthaler Ventures, Advanced Technology Ventures and Split Rock Partners.

XTENT is a developer of innovative customizable drug eluting stent systems for the treatment of cardiovascular disease. The XTENT® platforms have been designed for use in the heart to treat coronary artery disease, or CAD, and for use outside the heart to treat peripheral vascular disease, or PVD.  The XTENT Custom NX drug eluting stent, or DES, system is the only stent system designed to offer personalized care to today’s CAD patients, and to benefit those delivering their care by improving efficacy and efficiency while reducing costs.

XTENT’s drug eluting stent systems are the only stent systems designed to enable physicians to customize both the length and diameter of the stent at the site of the diseased section of the artery, or lesion.  In addition, XTENT’s stent systems are designed to treat single, multiple, or long lesions with one device, whereas the current generation of drug eluting stents would require multiple stents, multiple balloons and catheter exchanges.

Impact of Technology on the Market
XTENT believes that its customizable stent technology offers advantages over currently marketed fixed length drug eluting stents.
– The Custom NX is coated with a formulation of BA-9 and PLA. BA-9 is the first drug that was developed specifically for the treatment of cardiovascular disease to receive an Investigational Device Exemption from the FDA.  Additionally, PLA is a bioabsorbable material that the body ultimately absorbs over time as the artery heals.
– Using the Custom NX60 for long lesions avoids the need to overlap multiple shorter stents, potentially eliminating stent fracture and reducing inventory for the manufacturer and cath lab.
– Customizing stent length at the site of the lesion may allow for more accurate placement of stents.
– Custom NX is intended to provide faster procedures for physicians (both planning & execution) due to the ability to treat multiple lesions and perform post-dilatation with a single device and reduced exchanges.
– The average DES procedure uses 1.5 stents at an average cost of $2,000 per stent.  Custom NX offers possible cost savings by treating multiple lesions or long lesions with one device.  Potential additional cost savings may be realized by eliminating the need for a separate post-dilatation balloon.

XTENT’s Assets
XTENT has developed a portfolio of assets critical to the development and manufacture of customizable drug eluting stent systems. These assets fall into a variety of categories, including:

– Patents, Patent Applications and Trademarks
– CE Mark for Custom NX drug eluting stent systems
– Conditional Investigational Device Exemption for Custom NX drug eluting stent systems
– A license for Biolimus A-9 and bioabsorbable PLA coating from Biosensors
– Custom built equipment for manufacturing drug eluting stent systems
– Technology and intellectual property related to custom length peripheral stent systems
– Technology and intellectual property related to bioabsorbable stents
– Patient Data from 4 clinical trials involving 248 patients.

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

The Sale of the XTENT Assets is being conducted pursuant to the Plan of Dissolution.  As provided under the Plan of Dissolution, XTENT expects the sale of the XTENT Assets to be completed without any further vote or action by XTENT’s stockholders.

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 XTENT 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 XTENT, 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 neither XTENT nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 XTENT Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 18, 2009 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at XTENT’ office, located at 125 Constitution Drive, Menlo Park, CA 94025. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached XTENT fixed asset list, Exhibit B attached, may not be complete and Bidders interested in the XTENT Assets must submit a separate bid for such assets. Be specific as to the assets desired. XTENT’s cash and accounts receivable are not being offered for bid as part of the XTENT Assets.

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 XTENT, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them. XTENT reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

XTENT’s board of directors and its stockholders have previously approved a Plan of Complete Liquidation and Dissolution.  As a result, provided that the Bid conforms to the specifications outlined in this letter, the sale of XTENT’s assets will not require any additional approval of, or action by, the stockholders of XTENT.  XTENT will require the successful bidder to close within 7 business days.  Any or all of the assets of XTENT 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 XTENT Assets shall be the sole responsibility of the successful bidder and shall be paid to XTENT at the closing of each transaction.

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

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

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