ARADIGM CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
The proposed buyer (the "Proposed Buyer") of the assets and intellectual
property of
Item 8.01 Other Events.
On
The Bidding Procedures are summarized as follows:
1. Only Qualified Bidders may participate in the Auction. Qualified
Bidders are those prospective bidders who deliver a Qualified Bid in
writing to (i) counsel for the Company, Bennett. G. Young, Jeffer
Mangels Butler & Mitchell, LLP , Two Embarcadero Center, Suite 500, San
Francisco, California 94111, Email: Byoung@jmbm.com, and (ii) counsel
for the Proposed Buyer, Aram Ordubegian , Arent Fox LLP . 555 West 5th
Street , 48th Floor, Los Angeles, CA 90013, Email:
aram.ordubegian@arentfox.com, so that the Qualified Bid is actually
received no later than 5:00 p.m. (Pacific Time) on March 20, 2020 .
2. To constitute as a Qualified Bid, the bid must at minimum meet the
following requirements: (i) set forth an offer of at least Three
Million, Six Hundred Thousand Dollars ($3,600,000 ) in cash
consideration payable at closing; (ii) provide satisfactory evidence
of the Qualified Bidder's financial ability to perform the offer;
(iii) include a statement that the Qualified Bidder shall not be
entitled to any transaction or breakup fee, expense reimbursement or
similar fee or payment; (iv) be accompanied by evidence that the
Qualified Bidder has obtained all necessary organizational approvals;
(v) include an initial list of executory contracts and unexpired
leases that the Qualified Bidder wishes to have assumed and assigned;
(vi) be accompanied by evidence that the bidder has made a good faith
deposit in the amount equal to at least ten percent (10%) of the cash
component of the proposed purchase price to an escrow account
maintained with Citizen's Business Bank , which will be non-refundable
if the Qualified Bidder is the Successful Bidder at the conclusion of
the Auction and the sale does not close due to the Qualified Bidder's
default; and (vii) be accompanied by a proposed APA with all terms
substantially different than the terms set forth in the Proposed
Buyer's APA identified via a red-lined document or some other similar
method of comparison such that all proposed changes are highlighted
for the Bankruptcy Court and interested parties.
3. The Company will conduct an Auction for its assets, which will take
place at the office of the Company's counsel, Jeffer Mangels Butler &
Mitchell, LLP , located at Two Embarcadero Center, Fifth Floor, San
Francisco, California , on March 25, 2020 , commencing at 10:00 a.m.
(Pacific time) . Only Qualified Bidders will be eligible to participate
at the Auction. At such Auction, the Proposed Buyer and any Qualified
Bidders will be permitted to increase their bids. Further bidding
shall occur in minimum increments of One Hundred Thousand Dollars
($100,000 ).
4. At the conclusion of the Auction, the Company will: (i) review each
overbid on the basis of financial and contractual terms and the
factors relevant to the sale process, including those factors
affecting the speed, certainty of consummating the sale, and gross
recovery to the estate; and (ii), at its sole discretion, identify the
highest and otherwise best offer (the "Successful Bid").
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5. The sale hearing (the "Sale Hearing") shall take place on March 27,
2020 , commencing at 10:00 a.m. (Pacific time) in the Bankruptcy Court ,
located at Courtroom 220, 1300 Clay Street , Oakland, California . At
the Sale Hearing the Company shall present to the Court for approval
the Successful Bid and any Back-up Bid(s) at the Sale Hearing. The
Sale Hearing may be adjourned or rescheduled without notice by an
announcement of the adjourned date of the Sale Hearing.
6. Following the Sale Hearing, if such Successful Bidder fails to
consummate an approved sale because of a breach or failure to perform
on the part of such Successful Bidder, (a) he/she/it will forfeit
his/her/its deposit to the Company, and the Company may pursue any and
all of its options at law and in equity with respect to such breach,
and (b) the Company may consummate the sale with the Back-up Bidder,
as disclosed at the Sale Hearing, and the Company shall be authorized
to effectuate such sale without further order of the Court, or (c) the
Company may also reschedule the Auction to a later date and time
convenient to the Court.
The above description of the Bidding Procedures does not purport to be complete and is qualified in its entirety by reference to the Bidding Procedures which are filed as an exhibit to this report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Bidding Procedures.
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