- HydraFacial is a category-creating beauty health company that
provides a platform and technology to a community of providers and
consumers, to deliver an experiential, 30-minute facial that offers
results similar to a medical treatment
- The transaction is expected to drive both U.S. and
international growth, and broaden HydraFacial’s global footprint in
the beauty-health category
- Transaction values HydraFacial at an enterprise value of $1.1
billion. Following the transaction, the company expects to have
$100M in cash and no debt
- Top-tier institutional investors anchoring the fully committed
$350 million PIPE include Fidelity Management & Research
Company, LLC, Redmile Group, LLC, Principal Global Investors, LLC,
Camber Capital Management and Woodline Partners LP
- Linden Capital Partners, a leading private equity firm, will
remain the Company’s largest shareholder
The HydraFacial® Company (“HydraFacial,” or the “Company”), a
category-creating beauty health company, and Vesper Healthcare
Acquisition Corp. (NASDAQ: VSPR) (“Vesper Healthcare”), a special
purpose acquisition company co-founded by Brent Saunders, former
CEO of Allergan, Forest Laboratories, and Bausch + Lomb, today
announced that they have entered into a definitive merger agreement
pursuant to which HydraFacial and Vesper Healthcare will combine,
and after which HydraFacial will become a public company. Upon
completion of the transaction, the combined company expects to be
listed on the NASDAQ exchange. HydraFacial is owned by Linden
Capital Partners (“Linden”) and DW Healthcare Partners IV, LP
(“DWHP”) both of which are private equity firms focused exclusively
on the healthcare industry.
Headquartered in Long Beach, California, The HydraFacial Company
has a 23-year history. The Company’s HydraFacial system offers an
effective, experiential, non-invasive and accessible skin treatment
experience. The HydraFacial signature treatment utilizes an
innovative approach using a delivery system to provide, within
approximately 30 minutes, a three-step experience to cleanse,
extract and hydrate skin, offering an immediate outcome and an
instantly gratifying glow. Treatments can be further customized to
address individual skin concerns and needs with the use of a
variety of specific booster serums.
In December of 2016, the Company was acquired by private equity
firms Linden and DWHP. Since then, HydraFacial has generated
compounded annual revenue growth of more than 50% through 2019.
HydraFacial has built a community of loyal estheticians and
consumers through its innovative skincare solutions, education and
comprehensive training for estheticians, combined with sales and
marketing initiatives and impactful social media campaigns.
Overall, HydraFacial currently has over 15,000 delivery systems in
more than 87 countries globally with the HydraFacial and Perk™
products. In 2019, 3.2 million HydraFacial treatments were
performed worldwide.
HydraFacial is well positioned to benefit from four key
advantages: (i) a large and growing market with favorable
demographic trends; (ii) a technologically advanced offering with
high consumer and provider satisfaction; (iii) a shift in consumer
behavior in seeking approachable and effective skin health
solutions that bridge the gap between traditional beauty and
healthcare options; and (iv) a diversified channel mix that spans
multiple touch points including day and resort spas, medical
offices such as dermatology and plastic surgery, and beauty
retail.
Future growth opportunities and investments for HydraFacial
include training to improve esthetician education and build
loyalty, investing in targeted sales and marketing, expanding
global footprint, and accelerating R&D efforts to improve and
elevate its offerings and create innovative products.
Upon the closing of the proposed transaction, HydraFacial’s
senior management will continue to serve in their current roles.
HydraFacial will continue to be led by Chief Executive Officer,
Clint Carnell. Liyuan Woo will continue as Chief Financial Officer.
Following the transaction, Brent Saunders, CEO of Vesper Healthcare
will serve as Executive Chairman. Manisha Narasimhan, PhD, CFO of
Vesper Healthcare, will join HydraFacial as Chief Strategy
Officer.
Management and Board of Directors’ Comments:
Clint Carnell, HydraFacial CEO stated: “Our goal at HydraFacial
has been to create an incredible experience that is effective,
democratized, and personalized, for men and women of all ages and
skin types. Our HydraFacial technology does just that, which has
led to exceptional loyalty and satisfaction from estheticians and
consumers alike. Our treatments provide immediate and noticeable
results to consumers, and a strong return on investment for
providers. We have a proven track record of growth in a large and
growing market, we have developed a critical mass globally with
over 15,000 delivery systems in operation and our business model
provides us with a recurring revenue stream in consumables. This,
along with favorable demographic trends, supported by our
experienced team which has been made even stronger by combining
with Vesper Healthcare, has created a business model that we
believe is well positioned to deliver sustained long-term growth.
We plan to leverage our infrastructure to bring to market
additional innovative products backed by powerful technology. I am
honored to partner with Brent and Manisha and look forward to
benefiting from their insights as we embark on this new
chapter.”
Brent Saunders, CEO and co-founder of Vesper Healthcare said,
“This is a significant day for Vesper Healthcare and HydraFacial as
we team up with a category-creating company in the emerging area of
beauty health. Our goal is to build a premier company in beauty
health, focused on providers such as estheticians and nurse
practitioners, consumers, and partners and we believe that
HydraFacial is the perfect platform to achieve this goal.
HydraFacial possesses industry-leading consumer satisfaction scores
and has presence in two high-growth categories within personal care
– skincare and, more recently, hair care. We look forward to
working with the HydraFacial team to create a valuable,
industry-leading, global company in beauty health.”
Linden Managing Partner Brian Miller and Partner Kam Shah added,
“We would like to thank the entire HydraFacial management team for
driving extraordinary growth in the beauty health category.
HydraFacial’s rapid transformation from a niche medical technology
provider into a category-creator represents another great example
of Linden’s differentiated Value Creation Program and Human Capital
strategy in practice. As the largest individual shareholder going
forward, Linden looks forward to providing continued partnership
and support to the Company.”
Details of the transaction:
Under the terms of the definitive merger agreement, the
transaction is valued at a pro forma enterprise value of $1.1
billion. The purchase price consists of $975 million payable at
closing and up to $75 million payable upon the completion of
certain identified acquisitions by the combined company. The
acquisition will be funded through a combination of cash in Vesper
Healthcare’s trust account, proceeds from a common stock private
placement led by premier institutional investors including Fidelity
Management & Research Company, LLC, Redmile Group, LLC,
Principal Global Investors, LLC, Camber Capital Management and
Woodline Partners, LP and sellers’ rollover equity. HydraFacial
expects to have a debt free balance sheet at closing. Vesper
Healthcare, Linden and DWHP will each retain an equity stake in the
combined company.
The transaction, which has been unanimously approved by both
Vesper Healthcare’s and HydraFacial’s boards of directors, is
expected to close in the first half of 2021 and is subject to
approval by Vesper Healthcare’s shareholders and other customary
closing conditions, including any applicable regulatory
approvals.
Goldman Sachs & Co. LLC is serving as an exclusive financial
advisor and private placement agent and Wachtell, Lipton, Rosen
& Katz is serving as legal advisor to Vesper Healthcare.
Jefferies LLC is serving as Lead Financial Advisor, Piper Sandler
is serving as Financial Advisor and Kirkland & Ellis LLP is
acting as legal advisor to HydraFacial.
Investor Conference Call Information:
Management of HydraFacial and Vesper Healthcare will provide an
audio webcast today, December 9, 2020 at 7 AM ET to discuss the
proposed transaction. For those investors who wish to listen, the
conference call webcast can be accessed by visiting
www.hydrafacial.com.
Interested parties may listen to the prepared remarks call via
telephone by dialing (844) 512-2921, or for international callers,
(412) 317-6671 and entering pin number: 13714087. The replay of the
conference call will be available through 11:59 am ET on December
16, 2020.
The audio call webcast, a related investor presentation with
more detailed information regarding the proposed transaction and a
transcript of the investor call will be available at
www.hydrafacial.com. The investor presentation will also be
furnished today to the U.S. Securities and Exchange Commission
(“SEC”) as an exhibit on Vesper Healthcare’s Current Report on Form
8-K, which can be viewed at the SEC’s website at www.sec.gov.
About The HydraFacial
Company
The HydraFacial Company is an experiential, non-invasive, and
approachable beauty health platform and ecosystem with a powerful
community of estheticians, consumers and partners, bridging medical
and consumer retail to democratize and personalize skin care
solutions for the masses. Leading the charge in beauty health as a
category-creator, HydraFacial uses a unique delivery system to
cleanse, extract, and hydrate with their patented hydradermabrasion
technology and super serums that are made with nourishing
ingredients, providing an immediate outcome and creating an
instantly gratifying glow in just three steps and 30 minutes.
HydraFacial® and Perk™ products are available in over 87 countries
with over 15,000 delivery systems globally and millions of
treatments performed each year. For more information, visit the
brand on LinkedIn, Facebook, Instagram, or at HydraFacial.com.
About Vesper Healthcare Acquisition
Corporation
Vesper Healthcare Acquisition Corporation is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses, with the intention to focus its search on companies in
the pharmaceutical and healthcare sectors. Vesper Healthcare is led
by Chief Executive Officer, Brent Saunders, and Chief Financial
Officer, Manisha Narasimhan, PhD. For more information, visit
www.vesperhealth.com.
About Linden Capital
Partners
Linden Capital Partners is a Chicago-based private equity firm
focused exclusively on the healthcare industry. Founded in 2004,
Linden is one of the country’s largest dedicated healthcare private
equity firms. Linden’s strategy is based upon three elements: (i)
healthcare specialization, (ii) integrated private equity and
operating expertise, and (iii) its differentiated human capital
program. Linden invests in middle market platforms in the medical
products, specialty distribution, pharmaceutical, and services
segments of healthcare. Since its founding, Linden has invested
more than $2 billion in healthcare companies and has raised nearly
$3 billion of commitments, augmented by capital provided by the
firm’s limited partners for larger transactions. For more
information, please visit www.lindenllc.com.
About DW Healthcare
Partners
DW Healthcare Partners is a private equity firm focused
exclusively on the healthcare industry. The firm manages over $1.43
billion in aggregate capital commitments and invests in leading
healthcare companies with proven management teams. DW Healthcare
Partners is led by seasoned healthcare executives with more than
120 years of combined industry experience. The firm provides the
capital, strategic guidance, and acquisition expertise to help
mid-stage companies realize their growth potential. For more
information, please visit: www.dwhp.com
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates and projections of the businesses of Vesper Healthcare,
HydraFacial or the Company may differ from their actual results and
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation,
expectations with respect to future performance of Vesper
Healthcare or HydraFacial and anticipated financial impacts of the
proposed transaction, the satisfaction of the closing conditions to
the proposed transaction and the timing of the completion of the
proposed transaction.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve significant risks
and uncertainties, that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of Vesper Healthcare, HydraFacial and the
Company and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement and the proposed
transactions contemplated therein; (2) the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the Merger Agreement and the transactions
contemplated therein; (3) the inability to complete the
transactions contemplated by the Merger Agreement, including due to
failure to obtain approval of the stockholders of Vesper Healthcare
or other conditions to closing in the Merger Agreement; (4) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement or could
otherwise cause the transaction to fail to close; (5) the receipt
of an unsolicited offer from another party for an alternative
business transaction that could interfere with the proposed
transaction; (6) the inability to obtain or maintain the listing of
the post-acquisition company’s common shares on Nasdaq following
the proposed transaction; (7) the risk that the proposed
transaction disrupts current plans and operations of the Company as
a result of the announcement and consummation of the proposed
transaction; (8) the ability to recognize the anticipated benefits
of the proposed transaction, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (9)
costs related to the proposed transaction; (10) changes in
applicable laws or regulations; (11) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors; (12) the impact of the continuing
COVID-19 pandemic on the Company’s business and (13) other risks
and uncertainties indicated from time to time in the final
prospectus of Vesper Healthcare, including those under “Risk
Factors” therein, and other documents filed or to be filed with the
Securities and Exchange Commission (“SEC”) by Vesper
Healthcare.
Vesper Healthcare cautions that the foregoing list of factors is
not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
HydraFacial and Vesper Healthcare do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions or
circumstances on which any such statement is based.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction, Vesper Healthcare
intends to file a preliminary proxy statement and a definitive
proxy statement with the SEC. Vesper Healthcare’s stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement, the amendments thereto, and the
definitive proxy statement and documents incorporated by reference
therein filed in connection with the proposed transaction, as these
materials will contain important information about the Company,
Vesper Healthcare and the proposed transaction. When available, the
definitive proxy statement will be mailed to the stockholders of
Vesper Healthcare as of a record date to be established for voting
on the proposed transaction. Stockholders will also be able to
obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC’s website at http://www.sec.gov, or by directing a
request to: Vesper Healthcare Acquisition Corp., 1819 West Avenue,
Bay 2, Miami Beach, FL 33139.
Participants in the Solicitation
Vesper Healthcare and its directors and executive officers may
be deemed participants in the solicitation of proxies of Vesper
Healthcare stockholders with respect to the proposed transaction. A
list of those directors and executive officers and a description of
their interests in Vesper Healthcare will be filed in the proxy
statement for the proposed business combination and available at
www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement for the
proposed business combination when available.
HydraFacial and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Vesper Healthcare in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy statement for
the proposed business combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201209005485/en/
For Hydrafacial: ICR, Inc. Investors: Allison Malkin
Email: allison.malkin@icrinc.com Press: Alecia Pulman Email:
alecia.pulman@icrinc.com For Vesper Healthcare: Manisha
Narasimhan, PhD CFO, Vesper Healthcare Acquisition Corp.
Manisha.narasimhan@vesperhealth.com
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