The U.S. Bankruptcy Court issued an order approving Dextera Surgical’s motion for orders (a) authorizing and approving bidding procedures and stalking horse payment; authorizing and approving the Debtor’s entry into the stalking horse asset purchase agreement (APA); scheduling an auction and sale hearing and (b) authorizing the sale of substantially all of the Debtor’s assets free and clear of all claims, liens, rights, interests and encumbrances and approving the stalking horse APA.
As previously reported, “The Purchase Price is composed of the following: a) $17,300,000 in cash, plus b) assumption of the Assumed Liabilities. At closing, $2 million of the cash purchase price will be deposited with an escrow agent (the ‘Indemnification Escrow’), which fund shall be available to the Stalking Horse Bidder to satisfy any amounts owed under the Stalking Horse APA, including for indemnification claims made against the Debtor for breaches of representations, warranties, or other covenants of the Stalking Horse APA (collectively, ‘Indemnification Obligations’), for a period of 2 years following the closing.”
In addition, “If the Stalking Horse APA has not been terminated based on a breach by the Stalking Horse Bidder and the Debtor sells all or substantially all the Purchased Assets in a transaction or series of transactions with one or more persons other than the Stalking Horse Bidder, upon consummation of such transaction(s), from the proceeds of such sale(s), the Debtor shall pay to the Stalking Horse Bidder Five Hundred Nineteen Thousand Dollars ($519,000) (the ‘Stalking Horse Payment’)….Each Bid for all of the Purchased Assets shall clearly show the amount of the purchase price and shall be, separately or jointly with identified Co-Bidders, in a minimum amount of $18 million.”
The following dates are fixed according to the notice: bid deadline on or before January 19, 2018 and auction on January 22, 2018. A sale hearing to approve the sale of the purchased assets to the highest or otherwise best bidder will be held on January 24, 2018, with objections due by January 19, 2018.
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