PhotoMedex has signed a definitive agreement to acquire LCA-Vision, a provider of LasikPlus vision-correction for $5.37 per share in cash, or approximately $106.4m.
PhotoMedex, a global skin health company provides an integrated disease management and aesthetic solutions to dermatologists, aestheticians and consumers.
This proposed transaction is subject to customary closing conditions, including LCA-Vision shareholder approval and regulatory approvals, and is subject to a 30-day ‘go shop’ period.
The boards of directors of both PhotoMedex and LCA-Vision have voted unanimously in favor of the transaction, which is expected to close in the second quarter of 2014.
LCA-Vision’s operations are expected to be accretive to PhotoMedex’s cash EPS in 2014, excluding one-time, transaction-related items.
PhotoMedex said it is not planning any layoffs and all of LCA-Vision’s centers in the US are expected to remain open. It expects the deal will add to 2014 earnings, excluding one-time transaction-related costs. On a pro forma basis, the combined company had revenue for the 12 months ended September 30 of about $308m, gross margins of about 79% and adjusted net income of about $36m.
The merger agreement allows LCA-Vision to solicit other offerings through March 15, and the company said it intends to do so with advisors. If the PhotoMedex offer is terminated due to another transaction, LCA-Vision would be required to pay a termination fee.
Following completion of the transaction, Dr Dolev Rafaeli will continue to serve as CEO of PhotoMedex and Dennis McGrath will continue to serve as president and CFO. Michael Celebrezze, currently CEO of LCA-Vision, will serve as president and CEO of the LCA-Vision subsidiary.
Canaccord Genuity served as financial advisor to PhotoMedex on this transaction and Proskauer Rose served as legal counsel. Cain Brothers & Company served as financial advisor to LCA-Vision on this transaction and Taft Stettinius & Hollister served as legal counsel.