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Posts Tagged ‘Steven Gerbsman’

 

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

Further to Gerbsman Partners sales letter of August 16, 2018, Update on August 25, 2018 and September 4, 2918 regarding the sale of certain assets of Cibiem, Inc., (“Cibiem”), I am attaching a draft Asset Purchase Agreement (“APA”), as well as the “Table of Contents and Outline” for the Cibiem Data Room.

Prior to the bid date of September 21, 2018, I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. of Dorsey, counsel to Cibiem, to review and finalize the “APA”.  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Steve is available at oneill.stephen@dorsey.com and cell 650 843 2719.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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. 

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

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

 

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 Cibiem’s Assets has been supplied by Cibiem.  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 Cibiem, 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.

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

Any sale of the Cibiem 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 Cibiem or Gerbsman Partners.  Without limiting the generality of the foregoing, Cibiem and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Cibiem Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

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

 

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 Cibiem 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 Cibiem, Inc., 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 Cibiem 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 Cibiem Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 21, 2018 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office.  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 Cibiem fixed asset list may not be complete and Bidders interested in the Cibiem’s Assets must submit a separate bid for such assets.  Be specific as to the assets desired.

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 (wire transfer information will be supplied at a later date).  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

Cibiem 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Cibiem will require the successful bidder to close within 7 business days.  Any or all of the assets of Cibiem 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 Cibiem Assets shall be the sole responsibility of the successful bidder and shall be paid to Cibiem at the closing of each transaction.

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

Steven R. Gerbsman

steve@gerbsmanpartners.com

Dennis Sholl

dennis@gerbsmanpartners.com

Kenneth Hardesty

ken@gerbsmanpartners.com

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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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They say all revolutions start out small. Jack Dorsey’s Square is no different.

It started off with a modest card reader, turned into a little app and now the company has developed and launched Square Stand, a point of sale system that reinvents the idea of cash register with help from Apple’s iPad and Square’s software, allowing the San Francisco-based company to further spread its wings in the payments business. And if there were any doubts that the company was going after payments incumbents such as NCR and Verifone, Square Stand puts it to an end.

SquareStandLaunches

The company announced the Square Stand at an event in a coffee shop near its offices this morning. Square Stand, simply put, is a point of sale system that allows merchants (big and small) to plug in their iPads (2 or 3, but not the 4th generation) into a stand that comes with a swivel base (so they can turn it around for you to sign for your purchase), a credit card reader and a USB hub that can in turn allow merchants to plug in everything from a scanner to a printer (for printing receipts), a cash register (the Square Stand doesn’t hold cash, just works with other devices) and even the backend ordering system into the stand. In February this year, Square introduced its Business-in-a-Box package, but this is a much simpler and is targeted at larger establishments including restaurants.

When asked why the company was making the initial device with support for only the iPad 2 and iPad 3, Dorsey pointed out that a majority of their customers were using these two devices and as a result they had to make sure they provided the biggest support. The support for iPad 4 (the newest model available, sold as just “iPad”) will come in subsequent models. The company had launched Square Register for iPad app in March 2012 and has made subsequent upgrades to the app.

Sexy cash registers?

SquareStand_Swipe_300dpi

“We have taken something that is ugly and mechanical and made it look like a consumer product that is very sexy,” said Dorsey, chief executive of the four-year-old Square, which is based in San Francisco and has raised $340 million in funding from the likes of Khosla Ventures, Citi Ventures, Starbucks, Visa and Chase. The company is part of a growing number of players including eBay and GroupOn that are looking to reinvent the offline retail business.

Square showed off its grander ambitions when it hinted at its desire to take on the likes of Foursquare and Yelp. Square said that as of today it is processing over $15 billion in payments on an annualized basis, excluding Starbucks, up from processing $5 billion on annualized basis a year ago.

Weighing in at about five pounds, the stunningly beautiful device is pristine white and is made of moulded plastic. The USB and other accessories (called the Toolkit) are perfectly matched to the stand. It will used by 13 merchants in 30 locations. The package is going to cost $299 and and is available for pre-order.

When I first saw the Square Stand, it elicited an involuntary gasp. From packaging to the final product, it is something one would expect from the Apple dream factory; but in saying so, I don’t do justice to Dorsey and his design team. While there are many companies who are following the Apple aesthetic, to me Square Stand represents a perfect harmony of hardware, software and service. (For more on beautiful design of connected devices make sure to check out our RoadMap event in November in San Francisco; to get early access to tickets that will go on sale this Summer go here).

Digital receipts and mobile payments are the way of the future, but Square also recognizes that people pay with cash and credit cards, the company said at the press conference Tuesday morning. The support for third party peripherals will make this into an ecosystem. It will be on sale in July at Best Buy and other retailers.

Do small merchants care enought about how their point-of-sale devices look and will they spend money to replace their existing systems? “More important than how it looks is how it works. It is about making it work simply,” Dorsey said Tuesday.

Completing the sale

The Stand has been under development at Square for quite sometime. Dorsey said that reinventing the register and rethinking the whole retail experience has been part of company’s thinking from its earliest days. If the Square’s original card reader made it possible for mom-and-pop businesses to access the credit card payment infrastructure, with the launch of this device, Square can start to look at tapping into the big brick-and-mortar commerce ecosystem.

“Whenever people got Square (Register) on iPad, the first thing they needed was a stand. So we made one, and one that works seamlessly in a way that allows merchants to move people through the queue really quickly,” Dorsey said. “We wanted to build hardware that was high quality.” The speed of processing payments has been a key driving force behind the design of this device, Dorsey explained.

Square is one of the handful of companies that understands that there is a lot of money to be made in building this new kind of retail system. And it might have started out small, but now it doesn’t have much choice to get real big, real fast. After all it has to live up to is massive $3.25 billion valuation.

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Article from GigaOm.

Between growing interest in fitness tracking devices, mobile health apps and software for adapting to the changing business of health care, digital health had a banner year in 2012.

According to a year-end funding report from health tech accelerator Rock Health, investors poured $1.4 billion into digital health companies last year, which is up 45 percent from their investment total of $968 million in 2011.  The report, released Monday by the San Francisco-based non-profit, also indicated a 56 percent increase in the number of deals closed in 2012.

As we’ve reported previously, these are interesting times in health care funding as investors rethink their support of biotech and traditional life sciences firms but back digital health companies that leverage mobile devices, cloud computing, open data, sensors and other emerging technology. Indeed, citing research from PricewaterhouseCoopers, Rock Health’s report said that investment in biotech and medical devices declined 4 percent and 16 percent respectively in 2012.

In total, the report said 134 digital health companies each raised more than $2 million in the last year, with one-third of all deals falling into four categories: healthcare purchasing tools for consumers, personal health tracking, Electronic Medical records and hospital administration.

While 179 firms and organizations invested in digital health companies, most only took part in a single deal, Rock Health said, with just eight investors making three or more investments in 2012. Qualcomm Ventures led the list of the most active investors, followed by Aberdare Ventures, Merck Global Health Innovation Fund and NEA.

The Bay Area and Boston lead the way in the number and value of  digital health deals, according to the report. But New York could be coming on strong given the launch of several health startup incubators including Blueprint HealthStartup Health and the New York Digital Health Accelerator in the Big Apple last year.

Read more here.

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Article from GigaOm.

It’s no secret that the larger economy has hit a rough patch in recent months. Although Silicon Valley has — in general – fared better than many other parts of the world, the venture capital industry is not immune to the negative effects of the macro-economic slowdown.

In the third quarter of 2011, venture capital investment activity fell 12 percent in terms of dollars and 14 percent in terms of deals compared to the previous quarter, according to the latest edition of the MoneyTree Report assembled by accounting giant Pricewaterhouse Coopers (PwC) and the National Venture Capital Association (NVCA).VCs invested $6.9 billion in 876 deals during the July through September timeframe in 2011, the MoneyTree report says, a notable decline from the $7.9 billion invested in 1,015 deals during the second quarter of 2011.


To be fair, the industry is still up compared to last year. For the first three quarters of 2011, VCs invested $21.2 billion, which is 20 percent more than VCs invested in the first three quarters of 2010. And 2010 saw an even bigger drop between the second and third quarters of the year. But VC funding is not exactly predictable according to the time of year — in 2009, for instance, the third quarter of the year was stronger than the second.

The VC industry is not as predictably cyclical as others because it generally takes its cues from a fluctuating variety of places: the worldwide economy, the entrepreneurial environment, the stock market’s appetite for IPOs, and larger companies’ appetite for acquisitions. It’s a complicated mix, but at the moment, it seems venture capitalists may be nervous about the larger environment of financial unrest, and the IPO window that opened earlier this year seems to be closing.

Seed funding takes a hit

Seed funding — which has recently been the hotshot of the industry as more angel and individual investors have become active in funding the startup scene — took a major hit in the third quarter of 2011. Seed stage investments fell a whopping 56 percent in terms of dollars quarter-over-quarter, and 41 percent year-over-year, to $179 million. It’s not just the total amount of seed investment that’s fallen, it’s also the amount of money per deal: The average seed deal in the third quarter was worth $2 million, a 43 percent drop from the average seed deal in the second quarter of 2011, which was $3.3 million.

And late stage deals have started to see major declines as well. Later stage startup investments decreased 20 percent in dollars and 30 percent in deals in the third quarter compared to the second, MoneyTree reported. Middle, or expansion, stage deals were relatively robust: Expansion stage dollars increased two percent quarter-over-quarter and 43 percent year-over-year, with $2.5 billion going into 260 deals.

Software is still strong

It’s not all doom and gloom, though. The software space has held up fairly well, receiving the highest level of funding for all industries during the third quarter with $2 billion invested from venture capitalists. That’s a 23-percent increase in dollars from the second quarter, and according to MoneyTree, the highest quarterly investment in the sector in nearly a decade, since the fourth quarter of 2001.

The web industry had a relatively soft quarter, as investments in Internet-specific companies fell 33 percent quarter-over-quarter during the third quarter to $1.6 billion. But it’s not exactly time to cry for Internet startups; the third quarter had a very tough act to follow, because Internet-specific VC deals hit a 10-year high in the second quarter of 2011.

Read original post here.

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Gerbsman Partners – Maximizing Enterprise Value – Partial Client List

Gerbsman Partners – Maximizing Enterprise Value

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 68 technology, life science and medical device companies and their Intellectual Property and has restructured/terminated over $795 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 San Francisco, New York, Alexandria, VA/DC, Orange County, Boston, Europe and Israel.

Technology – IP

Software

Emergent Game Technologies Inc – Licensed and supported 3D/game software.

Capital Thinking – Enterprise Risk Management (ERM) platform, a credit and risk management software solution for the financial services industry.

Cesura – Web and on demand business software.

Conformia Software Inc. – Software solutions for highly regulated process industries – Life Science.

deNovis – Enterprise software for government health and health insurance industry.

Gentiae Inc. – Real-time fully automated processing of cardiac safety input and core lab operations. The system offers a comprehensive, real time web portal for sponsor and site access.

Banquet – Interactive sports entertainment.

ID Engines Inc. – Role-based access control (RBAC) across enterprise networks.

InDplay Inc. – Online, B2B video content distribution (monetization) platform, deployed on enterprise-quality software components, served in the SaaS (software-as-a-service) model.

Metreo Inc. – Pricing software for manufacturers and distributors.

Neohapsis Inc. – IT management services platform.

Zone4Play – Interactive game technology.

Roots Web, Inc. – Geneology software.

StreamSearch, Inc. – Multimedia aggregator that has created a unique solution for indexing, locating, promoting, and distributing rich media on the Internet.

Technion University – Technology patents

Teranode Corporation – Business intelligence and lab automation solutions for the Life Science market.

USA Democracy, Inc. – Direct, verifiable, credible communications between elected representatives and their constituents through its non-partisan legislative-based website.

Utility.com, Inc. – Multi-utility eCommerce/eCRM technology, Web-based energy management technology.

Vcommerce, Inc. – Developed, deployed, and operated fully integrated, end-to-end supply chain execution systems and direct fulfillment infrastructure.

Intelectron, Inc. – Commercial lighting technology.

Skunk Technologies – Java based software

Telecom

Dialpad, Inc. – Web-to-phone service.

Simpler Networks, Inc./Hercules Technology Growth Capital – Telco software – a matrix switch platform that sits within the Telco’s central office (CO) or street cabinets. Developed to allow for universal access to any service, the system’s protocol-transparent design allows it to be placed in front of any existing or future access gear that delivers services over the local loop

Storage

Cornice Inc. – Storage and flash controllers.

PhaseMetrics Inc. – Storage systems manufacturer.

Plasmon, Inc. – Data archival storage technology
Networking/Optical Networking

CipherMax, Inc. – Storage networking.

Private Networks, Inc. – Broadband multicast delivery system utilizing digital satellite technology. The technology has universal applicability to many industries for distribution of high-band data and video.

Teak Technologies Inc. – Internet switching and gateway networking products.

Zeus Communications, Inc. – Hardware architecture of 10 Gbps IPSec VPN and firewall in a single board.

Optivia, Inc & Hercules Technology Growth Capital – Optical transport systems.

Princeton Lightwave, Inc. – Optical networking technology

T-Networks, Inc. – Optical networking components.

Transparent Networks, Inc. – Wavelength Selective Switch, a high performance large scale Photonic cross-connect functional prototype, detailed design and simulation validation of a Light Path Exchange with integrated DWDM, an HDTV display mirror array high level design and simulation, proprietary and unique MEMS design and validation engineering tools.

Network Photonics, Inc.

Mobile

eBiz mobility – Mobile business payment

YPS Software – ASP and software vendor for the PC and mobile phone industries, Mobile Entertainment Centre.

Teleflip – Mobile messaging.

Media/Advertising/Internet

Active Response Group Inc. – On line marketing company.

Akimbo Inc. – Monitizing on line media.

Competition Accessories, Inc. – Online direct marketing.

Gallery Player Inc. – Provider and distributor of high-value, rights managed high definition imagery for high definition televisions.

MeMedia Inc. – Online advertising solutions provider and ad network that delivers contextually and behaviorally targeted advertisements across a multi-modal network of websites and desktop applications.

MyWire Inc. – Paid content and advertising.

NebuAd, Inc. – Online advertising model. Next-generation digital media technology and solutions.

Holographic & Biometric Technology

Aprilis, Inc./Dow Corning – Holographic Data Storage Drives and Biometric Secuirty Systems
Security

NeoScale Inc. – Storage encryption and key management solution for organizations securing information stored on tape and disk media.

Oviso Inc. – Semi conductor manufacturing equipment.

SciCortex, Inc. – Manufacturer of high performance computers.

Medical Device

Cardiovascular, Vascular, Endoscopy

Cardiomind inc. – Stent delivery platform.

OmniSonics Medical Technologies Inc. – Vascular disease IP.

InnerPulse Inc. – Cardiac rhythm management (CRM) medical device company.

Myocor Inc. – Developing 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).

NDO Surgical, Inc. – Flexible endoscopy technologies that enable surgical procedures through the bodys natural openings.

Viacor Inc. – Cardiac implant device for the treatment of functional mitral regurgitation.

XTENT Inc. – Customizable drug eluting stent systems for the treatment of cardiovascular disease.

Spine

Applied Spine Technologies Inc – Screw based dynamic stabilization system validated with Class 1 clinical data

Emphasis Medical Inc. – Endobronchial valves for the treatment of heterogeneous emphysema.
Orthopeadics

NovaLign Orthopedic Inc. – Long bone fracture, intramedullary nail technology.
Opthomology

Optobionics – Retinal degeneration.

Refractec, Inc – Radiofrequency (RF) device called ViewPoint CK System, used to perform NearVisionSM CK (Conductive Keratoplasty) treatment

Obesity

Satiety Inc. – Obesity product

Life Science

Pluristem, Inc. – Stem cell research – Israel company

Barnev Inc. – Monitoring Systems, Labor Israel company.

Pegasus Biologics Inc. – Developed and is commercializing a revolutionary bioscaffold comprised of highly organized collagen, sourced from equine pericardium that encourages the healing process by addressing the demands of a challenging biological environment.

Radiant Medical, Inc. – Endovascular therapeutic cooling.

Valentis, Inc. – Biotechnology company with small molecule, antibody, protein, gene and manufacturing assets.

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SALE OF VIACOR, INC.

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Viacor, Inc. (www.viacorinc.com) to solicit interest for the acquisition of all, or substantially all, the assets of Viacor Inc. (“Viacor”).

Headquartered in Wilmington, MA, Viacor, Inc. is a medical device company focused on developing and commercializing a novel cardiac implant device for the treatment of functional mitral regurgitation.

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 VIACOR’s Assets has been supplied by VIACOR. 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 VIACOR, 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.

VIACOR, 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 VIACOR’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the VIACOR 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 VIACOR or Gerbsman Partners. Without limiting the generality of the foregoing, VIACOR and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the VIACOR Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

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

Viacor believes its assets are attractive for a number of reasons:
·     Viacor’s PTMA® implant system:

o   The first mitral regurgitation repair implant ever demonstrated to allow percutaneuous repair, with a sedation-only procedure, with the option of device adjustment or removal both during the initial implant and at later timepoints.

o   The system has been developed over a ten year period in cooperation with leading structural heart failure specialists worldwide, the key customer segment for an attractive and rapidly growing new specialty

o   The implant system is supported by extensive clinical and technical know how broadly applicable to mitral repair including structural imaging, patient screening and workup, imaging analysis, procedure control and follow-up

o   The system presents clear opportunities for design and procedure combination with intellectual property and approaches from other mitral repair and heart failure therapies

o   The PTMA system is supported by an extensive history of regulatory correspondence reflecting contemporary expectations of FDA and worldwide authorities for mitral repair

·     Viacor’s PTMA® implant system was studied under an FDA-IDE on an initial, temporary basis and in 2010, after four years of extensive, iterative review, the design dossier and bench test regimen was approved for implantation studies.

·     Viacor’s formal intellectual property includes 13 issued US patents, 2 additional pending US patent applications, and numerous parallelinternational patents and patent applications.

·     Percutaneous structural heart repair is a key focus of the major participants in the worldwide interventional cardiology market, representing one of the most important arenas for market expansion and demonstration of technical leadership.

o   The clinical success of transcatheter aortic valve implantation “TAVI” has established an existing 400 M$+ (30%+ CAGR) ex-US market without reimbursement or US approval

o   The mitral therapy market is expected to ultimately be even larger than the aortic market

o   No percutaneous therapy or clinical approach has yet established meaningful acceptance in the mitral space, with a wide range of possible approaches under early examination; Viacor’s extensive early experience could provide an important addition to various possible next-stage development programs.

·     Possible combination therapies: Viacor’s removable, adjustable coronary sinus technology provides the logical basis for combination with other therapies such as leaflet clip, chordal shortening, and biventricular pacing.  Biventricular pacing presents a particularly attractive opportunity as the PTMA system is placed in the same target anatomy, the coronary sinus, using nearly equivalent techniques for venous access and device deliver.  The device is also generally indicated for same subset of heart failure patients.

Viacor Company Profile

Viacor was founded in 2000 by three leading mitral surgeons, John Liddicoat, Marc Gillinov and William Cohn.  Viacor completed its first venture round in 2002, eventually raising a total of $40 million from investors New Enterprise Associates, Canaan Partners, Medtronic and a network of experienced private investors.

Viacor is a developer of an innovative percutaneous mitral repair implant, PTMA®.  Over a ten year period, the system was perfected through an extensive animal, bench and clinical program, including over 70 human cases in the US, Canada, Germany, Belgium, Netherlands and the Chezk Republic.  The PTMA system has demonstrated favorable late outcomes through over two years post-implantation.

The Viacor system has been repeatedly presented by leading clinicians and major conferences and the technology has been the subject of multiple refereed journal presentations in US and International journals.
Impact of Technology on the Market

VIACOR believes that its PTMA technology and clinical experience offers unique advantages to multiple possible ongoing programs in structural heart failure:

·     The device and intellectual property has clear potential for combination with other emerging treatment methods including leaflet and chordal repairs, and biventricular lead placement.
·     The Viacor approach and technology offers the potential for a single-operator, sedation percutaneous therapy for mitral regurgitation in select patients.
·     The PTMA device is a logical addition to the extended technology and product armamentarium of a number of the major device manufacturers and distributors.

Viacor’s Assets

Viacor has developed a portfolio of assets critical to the development and manufacture of a structural heart failure implant. These assets fall into a variety of categories, including:
·     Patents, Patent Applications and Trademarks
·     FDA filings and extensive, proprietary interactive correspondence
·     Custom built equipment for manufacturing and testing of permanent valvular repair implants
·     Technology and intellectual propertyrelated to custom 600 M cycle durability bench test in simulated mitral valve position
·     Technology and intellectual propertyrelated to the collection and systematic analysis and integrated procedure deployment of of MSCT, 2D and 3D echocardiography and procedure fluoroscopy.
·     Patient Data from 3 clinical trials involving 82 patients
The assets of Viacor will be sold in whole or in part (collectively, the “Viacor Assets”). The sale of these assets is being conducted with the cooperation of Viacor. Viacor and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Viacor should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the Viacor Assets is being conducted pursuant to a Plan of Complete Liquidation and Dissolution of Viacor, Inc. (the “Plan of Dissolution”) which was approved by Viacor’s board of directors and majority shareholders on December 13, 2010.

Key Personnel

·       Jonathan M. Rourke — President & CEO  Former VP of R&D at Transmedics and EndoTex, over 25years of medical industry management experience, 11 US and various foreign patents
·       Katherine Stohlman  — Vice President, Regulatory and Clinical Affairs  Over 25 years previously held various executive positions in Engineering, Clinical and IT for Hewlett-Packard Medical Products
·       William T. Hayes — CFO  Formerly CFO Transmedics, financial executive, Genuity, Somerville Lumber

VIACOR, Inc. Board of Directors

·       Coy Blevins, Chairman of the Board

·       Jonathan M. Rourke, CEO

·       Ryan D. Drant, General Partner, New Enterprise Associates

·       Gregory Lambrecht, CEO, Intrinsic Therapeutics

·       Steven Bloch, Canaan Partners

·       Richard T. Spencer, Private Investor

·       Sean Salmon, Vice President and General Manager, Medtronic Coronary and Periphral Interventions

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 VIACOR 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 VIACOR, Inc., 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 VIACOR 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 VIACOR Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, January 21, 2010 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at VIACOR’ office, located at 260-B Fordham Road, Wilmington, MA, 01887.  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 VIACOR fixed asset list may not be complete and Bidders interested in the VIACOR Assets must submit a separate bid for such assets. Be specific as to the assets desired.

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 VIACOR, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Unsuccessful bidders will have their deposit returned to them.

VIACOR 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 bid submitted will be chosen as the winningbidder and bidders may not have the opportunity to improve their bids aftersubmission.
VIACOR will require the successful bidder to close within 7 business days.  Any or all of the assets of VIACOR will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.  Please note that VIACOR is selling its assets in cooperation with its senior secured creditor.

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

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

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

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

Jim McHugh
(978)239-7296
jim@mchughco.com

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