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Successful “Date Certain M&A” of Vigilistics, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor

Posted in Uncategorized, tagged , , , , , , on July 9, 2016| Leave a Comment »

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San Francisco, July, 2016
Successful “Date Certain M&A” of Vigilistics, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, Member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing stakeholder value for Vigilistics, Inc.   Vigilistics is a leading manufacturing analytics software company that provides compliance and data analytics solutions to the beverage and food processing industry.

Gerbsman Partners provided Financial Advisory leadership to Vigilistics, Inc., through the Date Certain M&A Process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale.   Due to market conditions, the board of directors of Vigilistics, Inc. made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

a.  Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
b.  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”;
c.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
d.  Communications with the Board of Directors, senior management, senior lenders, creditors, vendors and all stakeholders in 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 93 Technology, Medical Device, Life Science, Solar, Fuel Cell and Digital Marketing 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 San Francisco, Orange County, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

 

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5/31 Update to the Update Bidding Process for “Date Certain M&A”of Vigilistics, Inc., its Assets and Intellectual Property – APA and Wire Transfer information

Posted in Uncategorized, tagged , , , , on June 1, 2016| Leave a Comment »

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

Further to Gerbsman Partners Update on May 21, 2016, May 12, 2016 and sales letter of May 5, 2016, regarding the sale of certain assets of Vigilistics, Inc., (“Vigilistics”), I am attaching the Asset Purchase Agreement “APA” and Exhibit A NDA and outlining below the required wire transfer information for interested parties bidding on the assets and IP of Vigilistics.

Ken, Jim 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 Partnershas been retained by Vigilistics,Inc.  to solicit interest for the acquisition of all or substantially all of Vigilistics’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Vigilistics Assets”).

Any and all the assets of Vigilistics 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 June 8, 2016, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Greg Newman at Vigilistics. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Greg is available at greg.newman@vigilistics.com and cell 949-233-7588.

The Wire Transfer information for the refundable deposit required with any bid is outlined below:

Bank: Wells Fargo
Account Name: Williams Law Firm (formerly Law Office of Kandy Williams) IOLTA Account
Firm Business Address: 7545 Irvine Center Drive, Suite 200, Irvine, CA 92618
Routing # 121000248
Account # 3495114252

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 Vigilistics’ Assets has been supplied by Vigilistics. 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.

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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics 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 required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to a designated trust account. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

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

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

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5/23 Update to the Update Bidding Process for “Date Certain M&A”of Vigilistics, Inc., its Assets and Intellectual Property

Posted in Uncategorized, tagged , , , , on May 23, 2016| Leave a Comment »

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

Further to Gerbsman Partners Update on May 12, 2016 and sales letter of May 5, 2016, regarding the sale of certain assets of Vigilistics, Inc., (“Vigilistics”), I am attaching the Asset Purchase Agreement “APA” and Exhibit A NDA . Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained in this power point or any information 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, Jim 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 has been retained by Vigilistics,Inc. to solicit interest for the acquisition of all or substantially all of Vigilistics’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Vigilistics Assets”).

Any and all the assets of Vigilistics 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 June 8, 2016, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Greg Newman at Vigilistics. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Greg is available at greg.newman@vigilistics.com and cell 949-233-7588.

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 Vigilistics’ Assets has been supplied by Vigilistics. 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.

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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics 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 required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to a designated trust account. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

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

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

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5/16 Update to the Bidding Process for “Date Certain M&A” of Vigilistics, Inc., its Assets and Intellectual Property

Posted in Uncategorized, tagged , , , , , on May 16, 2016| Leave a Comment »

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

Further to Gerbsman Partners sales letter of May 5, 2016, regarding the sale of certain assets of Vigilistics, Inc., (“Vigilistics”), I am attaching power point – “ Vigilistics Investor Overview”. Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained in this power point or any information 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, Jim 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 Vigilistics,Inc. (http://vigilistics.com) to solicit interest for the acquisition of all or substantially all of Vigilistics’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Vigilistics Assets”).

Any and all the assets of Vigilistics 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 June 8, 2016 and after you receive the draft Asset Purchase Agreement “APA” I would encourage all interested parties to have their counsel speak with Greg Newman at Vigilistics. The APA will be sent out later in the week.

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 Vigilistics’ Assets has been supplied by Vigilistics. 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.

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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics 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 required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to Kevin Berggren, Attorney at Law, Stradling, Yocca, Carlson & Rauth, P.C.,4365 Executive Drive, Suite 1500, San Diego, CA 92121. The deposit will be held in trust by Company’s counsel. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

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

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

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Gerbsman Partners – Date-Certain M&A of Compliance and Process Manufacturing Analytics Company with World-Class Clients

Posted in Uncategorized, tagged , , , , , , , on May 5, 2016| Leave a Comment »

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Date-Certain M&A of Compliance and Process Manufacturing Analytics Company with World-Class Clients

Vigilisitcs, Inc., a leading manufacturing analytics software company, has retained Gerbsman Partners to solicit interest for the acquisition of all, or substantially all of, the Vigilsitics’ assets, including its intellectual property. Incorporated in 2005, Vigilistics is a privately held company located in California that provides compliance and data analytics solutions to the food processing industry. The business operates under a recurring revenue model, is generating revenue from some of the largest and most prominent food and beverage (F&B) processing companies in North America, including recent new wins of F&B Top 50 customers, and it is poised for expansion.

Vigilistics drives quality, profitability and sustainability for F&B processors, with affordable software solutions for monitoring, analyzing and reporting process operations.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to drive quality, profitability and sustainability. With over 180 facilities in the United States, Vigilistics’ existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total market

The sale is being conducted with the cooperation of Vigilistics. Vigilistics and its employees will be available to assist the purchasers with due diligence and assist with a prompt and efficient transition.

 

For additional information, please contact Gerbsman Partners for Vigilistics May 2016 pdf – detail sales letter, plus summary of 4 patents and NDA.

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

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 Vigilistics’ Assets has been supplied by Vigilistics. 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.

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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics 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.
Background

Incorporated in 2005, Vigilistics, Inc. is a privately held company located in southern California that has raised over $11 million in venture capital. Vigilistics is leading the ‘big data’ revolution in food and beverage processing, with patented software solutions that monitor, record and analyze the huge volumes of hard-to-reach process data, to deliver actionable real-time intelligence to managers.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to operate more efficiently and effectively. With over 180 facilities in the United States, existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total worldwide market.

Vigilistics’ assets are attractive for a number of reasons:

· Multi-billion-dollar market
· Four US patents issued
· FDA-validated software (FDA.gov link to letter)
· Product ‘portfolio’ on top of common platform, with modules for collection and analysis of process data from virtually every area of the manufacturing facility
· Privately held, venture backed company, over $8 million invested in technology
· Three complete solutions now generating revenue at eight world-class food and beverage customers, including Nestle, Alta Dena, Leprino, Kroger, and Rich Products Corp.
· Traceability solution (the ‘killer app’) currently in alpha testing
· SaaS recurring revenue model
· Generating revenue
· Opportunity for significant ‘organic growth’ and recurring revenue at existing customers: $8m – $12m annual (potential)
The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to Kevin Berggren, Attorney at Law, Stradling, Yocca, Carlson & Rauth, P.C.,4365 Executive Drive, Suite 1500, San Diego, CA 92121. The deposit will be held in trust by Company’s counsel. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

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

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

Read Full Post »