Acquisition Adds miraDry®, the Only FDA Cleared
Device to Reduce Underarm Sweat, Odor and Permanently Reduce Hair
of All Colors
Sientra, Inc. (NASDAQ:SIEN), a medical aesthetics company,
announced today that it has completed the previously announced
acquisition of Miramar Labs, Inc., for an aggregate transaction
value of $20 million in upfront cash, plus contractual rights for
potential contingent payments of up to $14 million in cash upon the
achievement of certain milestones.
The acquisition of Miramar significantly
broadens Sientra’s aesthetics portfolio, adding the miraDry system,
the only FDA cleared device to reduce underarm sweat, odor and
permanently reduce hair of all colors. The miraDry non-invasive
procedure is safe and highly efficacious with a proven commercial
and clinical track record.
Jeffrey M. Nugent, Chairman and Chief Executive
Officer of Sientra, said, “We are extremely excited to complete the
acquisition of Miramar Labs, which is a significant milestone for
Sientra and continues our progress building a diversified global
aesthetic company. The miraDry procedure addresses a very large and
underpenetrated market in the minimally invasive, lifestyle
aesthetics category and we are confident that we can work with the
Miramar team to accelerate their already growing business.
Since announcing the acquisition in June, we have been
working diligently on integration plans with a focus on those
commercial activities which we believe will drive broader adoption
of the miraDry procedure. We have also received positive
feedback on the acquisition from many of our existing plastic
surgery customers, adding to our excitement about the technology
and potential cross-selling opportunities.”
Mr. Nugent added, “With the added growth
potential from increased miraDry adoption and utilization, we now
have a number of important upcoming catalysts. We remain on
track to receive FDA approval of the PMA Supplement for our new
U.S. based breast implant manufacturing site by the end of 2017and
our push into breast reconstruction continues with our Dermaspan®
and novel Allox2® dual port breast tissue expanders. The 2nd
half of 2017 is shaping up nicely for us as we prepare for the
relaunch of our differentiated breast implants as we move into
2018.”
Transaction InformationSientra
has executed a definitive agreement with MidCap Financial Services
and Silicon Valley Bank for a $50 million credit facility. The
credit facility will be comprised of $40 million in term debt that
is accessible in three tranches and a $10 million revolver. The new
credit facility replaces Sientra’s existing $20 million credit
facility announced in March of 2017.
In connection with the transaction and the debt
financing, Stifel acted as a financial advisor to Sientra, and
Cooley LLP acted as legal counsel to Sientra. Canaccord Genuity,
acted as financial advisor and Wilson Sonsini Goodrich & Rosati
acted as legal counsel for Miramar.
About SientraHeadquartered in
Santa Barbara, California, Sientra is a medical aesthetics company
committed to making a difference in patients’ lives by enhancing
their body image, growing their self-esteem and restoring their
confidence. The Company was founded to provide greater choice to
board-certified plastic surgeons and patients in need of medical
aesthetics products. The Company has developed a broad portfolio of
products with technologically differentiated characteristics,
supported by independent laboratory testing and strong clinical
trial outcomes. The Company sells its breast implants and breast
tissue expanders exclusively to board-certified and
board-admissible plastic surgeons and tailors its customer service
offerings to their specific needs. The Company also offers a
range of other aesthetic and specialty products including
BIOCORNEUM®, the professional choice in scar management, and
miraDry, the only FDA cleared device to reduce underarm sweat, odor
and permanently reduce hair of all colors.
About MidCap Financial
MidCap Financial is a middle market-focused,
specialty finance firm that provides senior debt solutions to
businesses across all industries. The firm’s years of experience,
strong balance sheet, and flexibility make it a lender of choice
for companies across all stages of growth and complexity. MidCap
Financial’s debt solutions focus in five areas: (i) General and
Healthcare Asset-Based working capital loans collateralized by
third-party accounts receivable and other assets, (ii) Leveraged
loans to companies backed by private equity sponsors, (iii) Life
Sciences loans to VC-backed and public pharmaceutical, biotech, and
medical device companies, (iv) Real Estate loans on all types of
commercial properties, medical office buildings, various types of
senior housing and skilled nursing properties, and (v) Lender
Finance term loans or revolvers provided across the consumer and
commercial finance sectors. Additional information about MidCap
Financial can be found at www.midcapfinancial.com.
About Silicon Valley Bank
For more than 30 years, Silicon Valley Bank
(SVB) has helped innovative companies and their investors move bold
ideas forward, fast. SVB provides targeted financial services and
expertise through its offices in innovation centers around the
world. With commercial, international and private banking services,
SVB helps address the unique needs of innovators. Learn more at
svb.com.
Forward-looking statementsThis
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. Forward-looking statements include, but are not
limited to, statements related to the performance of the miraDry
system, the expected benefits of the Miramar acquisition, remain on
track to receive FDA approval of the PMA Supplement for the new
U.S. based manufacturing site by the end of 2017, Sientra’s
strategy, plans, objectives, expectations (financial or otherwise)
and intentions, future financial results and growth potential, and
other statements that are not historical facts. These
forward-looking statements are based on management’s current
assumptions and expectations and inherently involve significant
risks and uncertainties. Actual results and the timing of events
could differ materially from those anticipate in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks associated
with acquisitions, such as the risk that the business will not be
integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the
expected benefits of the transaction will not occur, risks related
to future opportunities and plans for the acquired company and its
products, including uncertainty of the expected financial
performance of the acquired company and its products, as well as
other risks related to our business as can be found in the Risk
Factors section of Sientra’s most recently filed Quarterly Report
on Form 10-Q and and its Annual Report on Form 10-K for the year
ended December 31, 2016. All statements other than statements
of historical fact are forward-looking statements. The words
‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’
‘‘estimate,’’ ‘‘continue,’’ ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’
‘‘plan,’’ or the negative of those terms, and similar expressions
that convey uncertainty of future events or outcomes are intended
to identify estimates, projections and other forward-looking
statements. Estimates, projections and other forward-looking
statements speak only as of the date they were made, and, except to
the extent required by law, Sientra undertakes no obligation to
update or review any estimate, projection or forward-looking
statement.
Investor Contacts:
Patrick F. Williams
Sientra, Chief Financial Officer
(619) 675-1047
patrick.williams@sientra.com
Zack Kubow / Brian Johnston
The Ruth Group
(646) 536-7020 / (646) 536-7028
ir@sientra.com
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