ICTV Brands, Inc. Announces Definitive Agreement to Acquire the
no!no! Hair Removal Brand
ICTV to Acquire Consumer Brands no!no!, Kyrobak, and ClearTouch
From PhotoMedex, Inc.
Purchase Price of $9.5 Million Includes $6 Million of GAAP
Inventory
Acquired Assets Have Generated Approximately $50 Million in Net
Sales Over the Prior Twelve Months
$5 Million of Acquisition Financing Secured Subject to Customary
Closing Contingencies
WAYNE, PA-(Marketwired - Oct 5, 2016) - ICTV Brands, Inc.
(OTCQX: ICTV), (CSE: ITV), a digitally focused, direct response
marketing and branding company specializing in the health, wellness
and beauty sector, today announced the signing of a definitive
agreement to acquire the consumer products business of PhotoMedex,
Inc. (NASDAQ: PHMD) for a total consideration of $9.5 million.
The agreement calls for ICTV to acquire the assets of
PhotoMedex's flagship product no!no!, along with the Kyrobak and
Cleartouch brands. The purchase price of $9.5 million consists of a
$3 million cash payment on closing, $2 million cash payment due on
the 90th day following the closing, and a $4.5 million capped
royalty based on future net sales of the acquired product lines.
This asset purchase will include the respective product trademarks,
patents, and other intellectual property, along with manufacturing
tooling, and PhotoMedex's Hong Kong and Brazilian subsidiaries.
ICTV will also receive a minimum of $6 million of GAAP
inventory.
In addition to the tangible assets, ICTV will acquire highly
experienced research and development, logistics, sales and
marketing personnel. The R&D and logistics group, based in
Israel, have a long history of developing unique and successful
at-home health and beauty devices. The sales and marketing team,
based in the US and UK, will provide seamless integration of the
acquired brands into ICTV's platform.
The Board of Directors of both ICTV and PhotoMedex have
unanimously approved this agreement. In addition, ICTV's Board has
approved a financing of up to $7 million in a private placement of
common shares priced at $0.34. To date, $3 million of this raise
has been placed in escrow, led by a group of existing shareholders.
The additional $2 million that has been secured is in the form of
an irrevocable letter of credit. Assuming the closing of both the
acquisition and the $7 million equity financing, the Company
expects to have over $3 million in cash, no debt, and approximately
51 million shares outstanding. The closing of the acquisition and
the financing are subject to customary closing conditions.
Richard Ransom, President of ICTV Brands, stated, "The
acquisition of the no!no! brand will be transformative to our
organization and accretive to our shareholders. By combining these
great brands under one platform, ICTV should gain the operating
leverage and cost savings to generate significant EBITDA and cash
flow going forward. We believe this transaction will firmly
establish ICTV Brands as a worldwide leader in the health and
beauty device industry."
no!no!, launched in 2006, is the first professional hair removal
device for in-home use with patented Thermicon technology. The
product line has grown from its original version, now known as the
no!no! Classic, to include seven more hair removal products,
including no!no! LITE, no!no! PLUS, no!no! MICRO, no!no! Hair,
no!no! Hair for MEN, no!no! PRO and no!no! ULTRA, all with
different features and technologies. In addition to the hair
removal line, no!no! expanded to include no!no! Skin for pimple
treatments, and no!no! Smooth, a full skincare line formulated with
hair growth inhibitors. With over 6 million units sold and over $1
billion dollars in sales since inception, no!no! has established
itself as a leader in the hair removal category.
ICTV Brands' Chairman and CEO Kelvin Claney added, "Over the
last two years, we have repositioned ICTV to take full advantage of
the rapid expansion of the digital marketplace. Our team has built
and continues to refine a multi-channel sales platform to deliver
profitable sales of health and beauty products across all methods
of distribution, including e-commerce, traditional brick and
mortar, direct to consumer, live home shopping, and international
distributorships. The timing of the acquisition of no!no! and the
associated brands is perfect, as it will allow ICTV to accelerate
growth through the Company's new multi-channel sales platform.
Through operational efficiencies, I believe the synergies created
by these two great brands, no!no! and DermaWand, will generate
significant growth and earnings both now and in future years."
The transaction is expected to close in the 4th quarter of
2016.
For more information on ICTV Brands product, DermaWand, or the
no!no, Kyrobak, and ClearTouch brands, please visit each products
respective consumer websites:
- www.dermawand.com
- www.officialnono.com
- www.kyrobak.com
- www.cleartouchnails.com
ICTV Brands, Inc. ICTV Brands, Inc. sells various health,
wellness and beauty products through a multi-channel distribution
strategy. ICTV utilizes a distinctive marketing strategy and
multi-channel distribution model to develop, market and sell
products through direct response television (DRTV),
Internet/digital, e-commerce, international third party
distributors, live television shopping and retail. Its products are
sold in the North America and are available in over 65 countries.
Its products include DermaWand, a skin care device that reduces the
appearance of fine lines and wrinkles, and helps improve skin tone
and texture, DermaVital, a professional quality skin care line that
effects superior hydration, the CoralActives brand of acne
treatment and skin cleansing products, and Derma Brilliance, a
sonic exfoliation skin care system which helps reduce visible signs
of aging, Jidue, a facial massager device which helps alleviate
stress, and Good Planet Super Solution, a multi-use cleaning agent.
ICTV Brands, Inc. was founded in 1998 and is headquartered in
Wayne, Pennsylvania. For more information on our current
initiatives, please visit www.ictvbrands.com.
PhotoMedex, Inc. PhotoMedex is a global skin health company
providing aesthetic solutions to dermatologists, professional
aestheticians and consumers. The company provides proprietary
products and services that address skin diseases and conditions
including acne and photo damage. Its long-held experience in the
physician market provides the platform to expand its skin health
solutions to spa markets, as well as traditional retail, online and
direct to consumer outlets for home-use products. PhotoMedex sells
home-use devices under the no!no! brand for various indications
including hair removal, acne treatment and skin rejuvenation. The
company also offers a professional product line for acne clearance,
skin tightening, psoriasis care and hair removal sold to physician
clinics and spas.
Forward-Looking Statements This press release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(which Sections were adopted as part of the Private Securities
Litigation Reform Act of 1995). Statements preceded by, followed
by, or that otherwise include the words "believe," "anticipate,"
"estimate," "expect," "intend," "plan," "project," "prospects,"
"outlook," and similar words or expressions, or future or
conditional verbs such as "will," "should," "would," "may," and
"could" are generally forward-looking in nature and not historical
facts. Among these forward-looking statements are any statements
regarding the expected completion of the acquisition of PHMD's
assets, the closing of the proposed common stock financing, the
ability of ICTV and PHMD to successfully satisfy all of the closing
conditions to the PHMD asset acquisition and the related common
stock financing, and any other statements regarding ICTV's plans or
objectives with respect to the assets to be acquired from PHMD.
Although ICTV believes that the expectations reflected in such
forward-looking statements are reasonable, these statements involve
risks and uncertainties that may cause actual future activities and
results to be materially different from those suggested or
described in this news release. These include risks that may affect
the proposed acquisition and financing, including the satisfaction
of the conditions contained in PHMD asset purchase agreement, any
delay or inability to obtain necessary approvals or consents from
third parties, the ability of ICTV to complete the proposed common
stock financing and satisfy the conditions to such financing, and
the ability of ICTV to realize the anticipated benefits from the
acquisition. For additional risks and uncertainties that could
impact ICTV's forward-looking statements, please see ICTV's Annual
Report on Form 10-K for the year ended December 31, 2015, including
but not limited to the discussion under "Risk Factors" therein,
which ICTV has filed with the SEC and similar disclosure, if any,
contained in Quarterly Reports filed by ICTV on Form 10-Q after the
filing of such Annual Report on Form 10-K, which may be viewed at
http://www.sec.gov. ICTV disclaims any intention to, and undertakes
no obligation to, revise any forward-looking statements, whether as
a result of new information, a future event, or otherwise.
Contact Information Rich Ransom Ransom@ictvbrands.com
484-598-2313 Kelvin Claney Claney@ictvbrands.com 484-598-2314