Restoration Robotics, Inc. (NASDAQ:HAIR) (“Restoration Robotics”),
a global leader in robotic hair restoration, and Venus Concept Ltd.
(“Venus Concept”), a privately-held global medical aesthetic
technology leader, today announced that Restoration Robotics has
filed definitive proxy materials with the U.S. Securities and
Exchange Commission (“SEC”) in connection with the pending merger
of Restoration Robotics and Venus Concept. The definitive proxy
statement is available on the Investor Relations section of
Restoration Robotics’ website, as well as www.sec.gov.
Restoration Robotics’ Annual Meeting of Stockholders is
scheduled to take place on October 4, 2019. The Annual Meeting will
be held entirely online to allow greater participation, improve
communications and provide cost savings for Restoration Robotics
and its stockholders. All Restoration Robotics common stockholders
of record as of close of business on September 6, 2019, will be
entitled to vote their shares either online or by proxy at the
Annual Meeting.
The Restoration Robotics Board of Directors recommend that all
stockholders vote “FOR” the merger proposals as well as all
other proposals included in the definitive proxy statement on the
proxy card today.
At an annual general meeting and class meetings of
shareholders held on September 10, 2019, the shareholders of Venus
Concept voted to approve the merger with Restoration
Robotics.
About Restoration Robotics
Restoration Robotics, Inc., is a medical device company
developing and commercializing the ARTAS® and ARTAS iX™ Robotic
Hair Restoration System. The ARTAS Systems are the first and only
physician-assisted robotic systems to dissect and assist in the
harvesting of follicular units directly from the scalp, create
recipient implant sites using proprietary algorithms and, in the
case of the ARTAS iX System, robotically implant the hair follicles
into the designated sites. Restoration Robotics has unique
expertise in machine vision, image guidance, visual servoing and
robotics, as well as developing intuitive interfaces to manage
these technologies.
About Venus Concept
Venus Concept is an innovative global medical aesthetic
technology leader with a broad product portfolio, global reach in
over 60 countries and 29 direct markets. Venus Concept focuses its
product sale strategy on a subscription-based business model in
North America and in its well-established direct global markets.
Venus Concept’s product portfolio consists of aesthetic device
platforms, including Venus Versa, Venus Legacy, Venus Velocity,
Venus Fiore, Venus Viva, Venus Freeze Plus, Venus Bliss, and
recently acquired NeoGraft technology for hair restoration. The
company has been backed by leading healthcare industry growth
equity investors including EW Healthcare Partners (formerly Essex
Woodlands), HealthQuest Capital, Madryn Asset Management, Longitude
Capital Management, Aperture Venture Partners and Deerfield Capital
Management.
Additional Information for Restoration Robotics Common
Stockholders
In connection with the proposed transaction, Restoration
Robotics has filed with the SEC a definitive Registration Statement
on Form S-4 related to the shares being issued in the merger,
including a prospectus with respect to the Restoration Robotics
shares to be issued in the merger and a proxy statement relating to
the approval of the issuance of shares in the merger and the
related transactions.
A definitive proxy statement/prospectus will be mailed
to stockholders of Restoration Robotics. This communication is not
a substitute for the definitive proxy statement/prospectus and
Restoration Robotics URGES INVESTORS AND SECURITY HOLDERS TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of the definitive proxy statement and other documents
filed with the SEC by Restoration Robotics through the web site
maintained by the SEC at www.sec.gov. The definitive proxy
statement/prospectus and other documents filed by Restoration
Robotics may also be obtained free of charge by visiting the
Restoration Robotics Investor Relations page on its corporate
website at https://restorationroboticsinc.gcs-web.com/or by
contacting Restoration Robotics Investor Relations by telephone at
646-536-7000 or by email at
ir@restorationrobotics.com.
Participants in Solicitation
Restoration Robotics, Venus Concept and their respective
directors, executive officers and certain employees may be deemed
to be participants in the solicitation of proxies from the
stockholders of Restoration Robotics in connection with the merger.
Information about the directors and executive officers of
Restoration Robotics is set forth in Restoration Robotics’ amended
Annual Report on Form 10-K for the period ended December 31, 2018
and filed with the SEC on April 29, 2019. Additional information
regarding the interests of these participants and other persons who
may be deemed participants in the merger may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain copies of the proxy
statement/prospectus when it becomes available free of charge by
visiting the SEC’s website at www.sec.gov.
Non-solicitation
This document will not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements, as they relate to Restoration Robotics or Venus
Concept, the management of either such company or the proposed
transactions involving Restoration Robotics and Venus Concept,
including the proposed merger, the expected revenue, operating
results and other financial information, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Restoration Robotics and Venus
Concept undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and
projections about the business and future financial results of the
medical device industry, and other legal, regulatory and economic
developments. We use words such as “anticipates,” “believes,”
“plans,” “expects,”, “projects”, “future,” “intends,” may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “guidance,” and similar expressions which are intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results could differ materially from the results contemplated by
these forward-looking statements. Material factors that could cause
actual results to differ materially from current expectations
include, without limitation, the following: the progress of
Restoration Robotics’ commercialization, marketing and
manufacturing capabilities; the number of ARTAS Systems and ARTAS®
iX Systems that are sold; the timing or likelihood of regulatory
filings and approvals for ARTAS for use in transplanting of hair in
certain international markets; the timing and whether the proposed
merger is able to be consummated; and the expected revenue for the
combined company. Additionally, forward-looking statements related
to Venus Concept’s future expectations are subject to numerous
risks and uncertainties, including risks that planned development
milestones and timelines will not be met. Additional risks relating
to the transactions and Venus Concept’s business and operations are
set forth in the Registration Statement on Form S-4 and the
prospectus and proxy statement contained therein that Restoration
Robotics filed with the SEC. Neither Restoration Robotics nor Venus
Concept gives any assurance that either Restoration Robotics or
Venus Concept will achieve its expectations.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Restoration Robotics
described in the “Risk Factors” section of its Annual Report on
Form 10-K for the year ended 2018 filed on March 20, 2019, as
amended on April 29, 2019, the Restoration Robotics’ Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2019 and June
30, 2019 and the Risk Factors contained in the Registration
Statement on Form S-4 and the prospectus and definitive proxy
statement contained therein for the proposed merger between
Restoration Robotics and Venus Concept, as well as any reports that
Restoration Robotics may file with the SEC in the future. All
forward-looking statements included in this document are based upon
information available to Restoration Robotics and Venus Concept as
of the date hereof, and neither Restoration Robotics nor Venus
Concept assumes any obligation to update or revise such
forward-looking statements to reflect events or circumstances that
subsequently occur or of which Restoration Robotics or Venus
Concept hereafter becomes aware.
Restoration Robotics Contacts:
Media Contact
The Ruth Group Kirsten Thomas kthomas@theruthgroup.com
646-536-7000
Investor Contact
The Ruth Group Carol Ruth/Kaitlyn Brosco
cruth@theruthgroup.com/kbrosco@theruthgroup.com 646-536-7000
Venus Concept Contact:
Mike Piccinino, CFA Westwicke VenusConceptIR@westwicke.com
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