Venus Concept Inc., a global medical aesthetic technology leader
today announced the completion of its previously announced merger
with Restoration Robotic, Inc. (NASDAQ: HAIR, through November 7,
2019), a leader in robotic hair restoration, effective as of
November 7, 2019. Following the completion of the merger, Venus
Concept completed a $28 million equity financing by EW Healthcare
Partners, HealthQuest Capital, SEDCO Capital and others.
The holders of shares of shares of Venus Concept
Ltd. capital stock outstanding immediately prior to the merger
received 8.6506 shares of Restoration Robotics common stock in
exchange for each share of Venus Concept Ltd. ordinary and
preferred shares in the merger. Immediately following the
completion of the merger, Venus Concept effected a 1-for-15 reverse
stock split of its outstanding common stock. Following the
completion of the merger and the equity financing, the combined
company had approximately 29.7 million shares of common stock
outstanding, on a post reverse stock split basis.
Following completion of the merger, Restoration
Robotics changed its name to Venus Concept Inc. The combined
company will commence trading on November 8, 2019 on The Nasdaq
Global Market under the ticker symbol “VERO”.
“We are pleased to announce the closing of our
merger with Restoration Robotics,” said Domenic Serafino, Chief
Executive Officer of Venus Concept. “We have made significant
progress in enhancing our financial condition with our recent
financing activities. The outlook for Venus Concept is very
positive and we believe the combined company is well positioned as
a leading player in both the global minimally invasive/non-invasive
medical aesthetics market and the minimally invasive surgical hair
restoration market.”
Following the completion of the merger,
Restoration Robotics moved its corporate headquarters to Toronto,
Canada. The combined company operates under the leadership of Venus
Concept’s management, including Domenic Serafino as Chief Executive
Officer, Domenic Della Penna as Chief Financial Officer and Soren
Maor Sinay as Chief Operating Officer. Scott Barry, affiliated with
EW Healthcare Partners, will be Chairman of the Board of Directors
of the combined company, which will include Mr. Serafino, Juliet
Bakker affiliated with Longitude Capital Management, Garheng Kong
affiliated with HealthQuest Capital, Louise Lacchin, Fritz LaPorte,
Anthony Natale affiliated with Aperture Venture Partners, and Keith
Sullivan and Frederic Moll, both directors of Restoration
Robotics.
Venus Concept and Restoration Robotics Preliminary Third
Quarter and First Nine Months of 2019 Revenue Results
Venus Concept Ltd.’s preliminary revenue for the
quarter ended September 30, 2019 is expected in the range of $25.8
million to $26.2 million, up 1% to 2%, as compared to $25.6 million
in the third quarter of 2018.
For the nine months ended September 30, 2019,
Venus Concept Ltd.’s preliminary revenue is expected in the range
of $78.2 million to $78.6 million, up 6% compared to $74.0 million
in the first nine months of 2018.
Restoration Robotics’ preliminary revenue for
the quarter ended September 30, 2019 is expected in the range of
$2.9 million to $3.3 million, down 31% to 40%, as compared to $4.8
million in the third quarter of 2018.
For the nine months ended September 30, 2019,
Restoration Robotics’ preliminary revenue is expected in the range
of $11.2 million to $11.6 million, down 24% to 27% compared to
$15.3 million in the first nine months of 2018.
Venus Concept Ltd. is a private company and its
shares were not publicly traded prior to the merger. Venus
Concept Ltd. has not historically reported quarterly financial
results. The financial information provided for Venus Concept
Ltd. and Restoration Robotics third quarter results is preliminary
and subject to change and actual reported results could differ from
the results set forth herein.
Combined Company 2019 Revenue
Outlook
Revenue guidance for the combined company is now
expected in the range of $123 million to $126 million for the
twelve months ending December 31, 2019. The prior revenue guidance
for the combined company was expected in the range of $130 million
to $135 million.
“As a result of the protracted period between
the announcement, and closing, of our merger with Restoration
Robotics, the commercial performance of both organizations has been
impacted by the deal overhang, hence the need to update the
combined company 2019 revenue expectations,” said Domenic Serafino,
Chairman and Chief Executive Officer of Venus Concept.
“Nevertheless, Venus Concept revenue still grew 6% year-over-year
for the first nine months of 2019 and we are confident in our
ability to drive total revenue growth for the legacy Venus Concept
business in the range of 5% to 8% in 2019.”
Mr. Serafino continued: “The Venus Concept
growth expectation for 2019 does not fully reflect the opportunity
for our Venus BlissTM, an innovative fat reduction solution which
received 510(k) clearance in late-June. The timing of the Venus
Bliss clearance was well ahead of our internal expectations and we
have been working expeditiously to build the requisite capacity to
meet the demand for this new product. We expect to begin our full
commercial launch in the first quarter of 2020. We are
excited to launch an offering in one of the fastest growing
non-surgical, non-injectable, procedure categories in the medical
aesthetics industry today. Despite the tempered combined company
2019 revenue outlook in today’s press release, post-closing, we
continue to believe the combined company has an attractive growth
profile and a multi-year profitability improvement
opportunity.”
Advisors
Restoration Robotics’ financial advisor for the transaction is
SVB Leerink. Restoration Robotics' legal counsel is Latham
& Watkins LLP and Yigal Arnon. Venus Concept’s legal counsel is
Reed Smith LLP and Gornitzky and Co. The co-lead placement agents
for the equity financing are Evercore and Oppenheimer & Co. and
Northland Securities, Inc. is acting as a placement agent.
About Venus Concept
Venus Concept is an innovative global medical
aesthetic technology leader with a broad product portfolio of
minimally invasive and non-invasive medical aesthetic technologies,
and 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, and Venus
Bliss. Venus Concept’s hair restoration division includes NeoGraft,
an automated hair restoration system that facilitates the
harvesting of follicles during a FUE process and the ARTAS® and
ARTAS iX™ Robotic Hair Restoration Systems, which harvest
follicular units directly from the scalp and create recipient
implant sites using proprietary algorithms. Venus Concept has been
backed by leading healthcare industry growth equity investors
including EW Healthcare Partners (formerly Essex Woodlands),
HealthQuest Capital, Longitude Capital Management, and Aperture
Venture Partners.
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 Venus Concept, including 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. Venus Concept
undertakes 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,” “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 the commercialization, marketing and
manufacturing capabilities for the combined company’s products; the
number of Venus Concept systems that are sold; the success of the
commercial launch of Venus Bliss; the timing or likelihood of
regulatory filings and approvals for products; the expected
synergies from the merger; and the expected revenue for the
combined company. Venus Concept cannot give any assurances that the
combined company 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 business of Venus Concept
described in the “Risk Factors” section contained in the
Registration Statement on Form S-4 and the prospectus and
definitive proxy statement contained therein for the merger of
Restoration Robotics and Venus and described in the “Risk Factors”
section of Restoration Robotics Annual Report on Form 10-K for the
year ended 2019 filed on March 20, 2019 and as amended on April 29,
2019, the Restoration Robotics’ Quarterly Report on Form 10-Q for
the quarter ended June 30, 2019 and, as well as any reports that
Venus Concept may filed with the SEC in the future. All
forward-looking statements included in this press release are based
upon information available to Venus Concept as of the date hereof,
and Venus Concept assumes no obligation to update or revise such
forward-looking statements to reflect events or circumstances that
subsequently occur or of which Venus Concept hereafter becomes
aware.
Media Contact:
The Ruth Group
Kristen 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 Investor Relations:
Mike Piccinino, CFA
Westwicke
VenusConceptIR@westwicke.com
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