Stephen Simpson, CFA
Thu, Jun. 2, 6:53 AM
- DS Healthcare's (NASDAQ:DSKX) planned acquisition of PhotoMedex's (NASDAQ:PHMD) consumer and professional products businesses for ~$48M, announced in February, is apparently kaput. In a regulatory filing, DS reports that it delivered a notice to PhotoMedex accusing it of various breaches of their merger agreements. In response, PhotoMedex terminated the agreements and filed suit in a district court seeking a $3M termination fee and $750K for expense reimbursement. DS intends to file a counter-claim and will vigorously defend itself against PhotoMedex's action.
- Previously: PhotoMedex sells consumer and professional products businesses to DS Healthcare for $48M; shares up 50% (Feb. 22)
Mon, Feb. 22, 10:15 AM
- Thinly traded nano cap PhotoMedex (PHMD +50%) jumps on triple normal volume in response to its announcement that it will sell its consumer products and professional products businesses to DS Healthcare Group (DSKX -2.4%) for ~$48M in a combination of convertible preferred stock, common stock and a note.
- The transaction is structured in two reverse triangular mergers, expected to close in Q2. Assuming the full conversion of preferred shares and exercise of existing warrants, PhotoMedex stockholders will own ~43% of the combined company with DS stockholders owning ~57%. A reverse triangular merger is one where the acquirer executes the transaction through a subsidiary which is then absorbed by the target.
- Under the terms of the deal, DS will issue $20M of convertible Series A preferred stock and a $4.5M note to acquire the Radiancy consumer products business. It will also issue 8.75M shares of common stock for PhotoMedex's technology business, including Neova. Six million of the shares will be considered "make whole" which means that their total value must be at least $20M ($3.33/share) on the third anniversary or more shares will be issued to make up for the shortfall.
- The board of the combined firm will consist of three directors from PhotoMedex and three from DS plus one independent director.
Feb. 2, 2015, 4:01 PM
- PhotoMedex (PHMD -5.3%) sells it LCA-Vision subsidiary to Vision Acquisition LLC for $40M in cash, netting $35.3M after fees and working capital adjustments.
- LCA-Vision operates 59 LaskiPlus vision centers in the U.S., 51 full service fixed-site laser vision correction centers and eight pre- and post-operative satellite centers.
- Vision Acquisition grants PhotoMedex sole and exclusive rights to provide certain excimer light source products, systems and equipment to LCA-Vision for the next seven years. Terms will be determined on a center-by-center basis.
- Proceeds will be used to pay down debt.
Feb. 13, 2014, 4:57 PM| Feb. 13, 2014, 4:57 PM
Jul. 5, 2011, 8:13 AM
PhotoMedex (PHMD) to merge with privately held Radiancy, and will own 25% of the joint company. PhotoMedex develops dermatological lasers and skin-care products for the professional and surgical market, while Radiancy develops products for the consumer market. (PR)| Jul. 5, 2011, 8:13 AM