ICTV Brands, Inc. Announces the Completion of Two Significant
Acquisitions and Related Acquisition Financing
WAYNE, PA-(Marketwired - Jan 24, 2017) - ICTV Brands, Inc.
(OTCQX: ICTV), (CSE: ITV)
- ICTV acquires consumer brands no!no!, Kyrobak, and ClearTouch
from PhotoMedex, Inc.
- ICTV acquires the CoralActives brand and a portfolio of
Medicated Soap Bars from Ermis Labs
- ICTV anticipates substantial operating and financial leverage
from larger pro-forma revenue base
- ICTV closes the first $3 million of an expected $7 million
financing and has an additional $1.8 million committed
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 closing of two acquisitions which will greatly expand
their product portfolio.
ICTV has acquired certain assets of PhotoMedex including its
flagship product no!no!, along with the Kyrobak and Cleartouch
brands. The trailing 12 month revenue associated with these brands
as of September 30, 2016 was approximately $41.6 million, the vast
majority of which came from the no!no! brand.
The total purchase price of $9.5 million consists of a $3
million cash payment which was made yesterday at the 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 also includes the
respective product trademarks, patents, and other intellectual
property, along with manufacturing tooling, and PhotoMedex's Hong
Kong and Brazilian subsidiaries. Also included in the purchase
price is approximately $6 million of GAAP inventory.
In addition, several members of PhotoMedex's talented staff will
be joining the ICTV Brands team. This includes sales and marketing
staff in both the U.S., U.K, and Hong Kong, as well as several
members of the logistics and operations team in Israel.
In addition to the PhotoMedex asset acquisition, ICTV has also
acquired all of the assets of Ermis Labs, Inc., which was previous
owned by The Leo Group, for 2.5 million shares of ICTV common stock
and a capped royalty of $1.75 million. ICTV will receive all the
intellectual property associated with CoralActives, a patented acne
treatment system of products, as well as five unique formulas for
medicated cleansing bars that treat such conditions as acne,
psoriasis, dermatitis, dandruff, and fungus. Also, included in the
purchase price for Ermis Labs acquisition is inventory consisting
of approximately 60,000 units of inventory.
"We are excited to have finalized these transformative
acquisitions which immediately bring several established brands
onto ICTV's growing platform of successful consumer products," said
Richard Ransom, President of ICTV Brands. "We believe this
transaction creates substantial current and future value for our
shareholders. We were able to purchase these established,
successful brands at an attractive price, and expand the pro-forma
revenue scale of the overall company that will result in operating
and financial leverage as we move forward."
With these acquisitions, ICTV will have physical presence in the
United States, United Kingdom, Israel, and Hong Kong, expanding the
company's global footprint. The long term plan is to use these
physical locations as expansion points to continue to expand ICTV's
digital marketing and distribution reach into Europe and Asia.
To fund these acquisitions and to provide additional working
capital, ICTV Brands also closed today the sale of $3 million of
the common stock to accredited investors. Under the private
placement ICTV Brands plans to sell a total of $7 million of the
common stock at a price of $0.34 per share. ICTV already has
additional commitments for $1.8 million. ICTV expects to consummate
the entire offering on or before February 1, 2017. ICTV Brands'
Chairman and CEO Kelvin Claney stated, "Today is one of the most
exciting days in the history of ICTV. The closing of these two
transactions instantly make ICTV a major player in the worldwide
marketplace for health and beauty products. Not only do these
acquisitions add great additions to our platform of products, but
the talented staff we are adding to our team and the worldwide
infrastructure will help ICTV further expand DermaWand's
distribution around the globe. I am so confident in the plan we
have laid forth for the future and the team we have in place that I
have personally acquired 500,000 shares in the private
placement."
For more information on ICTV Brands product, DermaWand, or the
no!no, Kyrobak, ClearTouch, and CoralActives brands, please visit
each product's respective consumer website:
- www.dermawand.com
- www.officialnono.com
- www.kyrobak.com
- www.cleartouchnails.com
- www.coralactives.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 statements
regarding the closing of additional amounts under the common stock
private placement, the ability of ICTV Brands to successfully
integrate the acquisitions and become a major player in the
worldwide marketplace for health and beauty products, and any other
statements regarding ICTV's plans or objectives with respect to the
acquisitions. 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 ability of ICTV to successfully raise
additional amounts under the common stock 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
Contact Information Rich Ransom Ransom@ictvbrands.com
484-598-2313 Kelvin Claney Claney@ictvbrands.com 484-598-2314