Divestiture and Sale of the Core business
segment represents an important strategic transaction that
significantly enhances Bovie Medical’s balance sheet and allows the
Company to further focus on the commercialization of
J-Plasma/Renuvion™ Cosmetic Technology
Bovie Medical Corporation (NYSEMKT:BVX) (the “Company”),
a maker of medical devices and supplies and the developer of
J-Plasma®, a patented surgical product marketed and sold under the
Renuvion™ Cosmetic Technology brand in the cosmetic surgery market,
today announced that the Company has entered into a definitive
agreement with Specialty Surgical Instrumentation Inc., a
subsidiary of Symmetry Surgical Inc. (“Symmetry”), pursuant to
which the Company will divest and sell the Core business segment
and the Bovie® brand to Symmetry for gross proceeds of $97
million in cash. The asset purchase agreement was approved by the
Company’s Board of Directors and is subject to customary closing
conditions – including approval by the Company’s stockholders – and
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Company
is retaining its Advanced Energy and OEM businesses, its facilities
in Clearwater, FL and Sofia, Bulgaria, and certain intellectual
property related to specialty generators. As part of the agreement
President and Director J. Robert Saron will resign from his
position with the Company and the Board of Directors and join
Symmetry following the closing of the transaction.
“Today’s announcement of the divestiture and sale of our Core
business segment to Symmetry is a major strategic transaction for
Bovie Medical,” said Charlie Goodwin, Chief Executive Officer of
the Company. “The Core electrosurgical and cauteries business is
the foundation of Bovie Medical and we are extremely proud of the
success we have had with this business which dates back to the
Company’s inception many years ago. At the same time, we believe
the customers and employees of Bovie Medical’s Core business are
best-positioned going forward with the focus and investment they
will receive under Symmetry’s ownership.”
Mr. Goodwin continued: “This is a milestone moment for the
Company, one that creates significant value for our shareholders by
significantly enhancing our balance sheet with the addition of more
than $70 million in estimated net cash proceeds after taxes and
transaction related expenses and allowing us to further focus the
organization on our strategic objective of commercializing our
J-Plasma/Renuvion technology in the cosmetic surgery market.”
The Company and Symmetry will also enter into a transition
services agreement, a patent licensing agreement, a disposables
supply agreement and a generator manufacturing and supply
agreement, the latter of which will establish the Company as an
OEM-provider of generators to Symmetry for a period of at least 10
years.
Until the transaction closes, the Company will continue to
manage the Core business, providing full product availability and
support to customers. In connection with the transaction, the
Company will prepare a proxy statement to be filed with the U.S.
Securities and Exchange Commission (“SEC”). A definitive proxy
statement will be mailed to shareholders of the Company. The
transaction is expected to close in the third quarter of 2018.
Following the closing of the transaction, the Company update its
financial guidance for fiscal year 2018.
Piper Jaffray & Co. is serving as financial advisor to the
Company while Ruskin Moscou Faltischek, P.C. is serving as legal
advisor.
Preliminary Second Quarter 2018 Revenue
Results:
As reported in a separate announcement today, for the three
months ending June 30, 2018, the Company expects to report:
- Total revenue in a range of
approximately $11.2 million to $11.5 million, up 15% to 17%
year-over-year.
- Advanced Energy revenue of
approximately $3.0 million to $3.1 million, up 66% to 72%
year-over-year, driven by strong Renuvion sales.
- Core revenue of approximately $7.6 to
$7.8 million, up 2% to 4% year-over-year.
- OEM revenue of approximately $0.6
million, up 16% year-over-year.
Conference Call
Details:
Management will host a conference call at 8:30 a.m. Eastern Time
on July 9, 2018 to discuss the transaction and to host a
question and answer session. To listen to the call by phone,
interested parties within the U.S. may dial 844-507-6493 (or
647-253-8641 for international callers) and provide access code
5688249. Participants should ask for the Bovie Medical Corporation
Call. A live webcast of the call will be accessible via the
Investor Relations section of the Company’s website and at:
https://event.on24.com/wcc/r/1791432/1AC948E9EE6AE3E81FC331C61AB5F950
A telephonic replay will be available approximately two hours
after the end of the call through July 19, 2018. The replay can be
accessed by dialing 800-585-8367 for U.S. callers or 416-621-4642
for International callers and using the replay access code:
5688249. The webcast will be archived on the Investor Relations
section of the Company's website.
About Bovie Medical
Corporation:
Bovie Medical Corporation is a leading maker of medical devices
and supplies as well as the developer of J-Plasma® (marketed and
sold under the Renuvion™ Cosmetic Technology brand in the cosmetic
surgery market), a patented plasma-based surgical product for
cutting, coagulation and ablation of soft tissue. J-Plasma/Renuvion
technology utilizes a helium ionization process to produce a
stable, focused beam of plasma that provides surgeons with greater
precision, and minimal invasiveness. The new J-Plasma/Renuvion
handpieces with Cool-Coag™ technology deliver the precision of
helium plasma energy, the power of traditional monopolar
coagulation and the efficiency of plasma beam coagulation -
enabling thin-layer ablation and dissection and fast coagulation
with a single instrument, minimizing instrument exchange and
allowing a surgeon to focus on their patient and their procedures.
With Cool-Coag technology, the new J-Plasma/Renuvion handpieces can
deliver three distinctly different energy modalities - further
increasing the utility and versatility of the system. Bovie Medical
Corporation is also a leader in the manufacture of a range of
electrosurgical products and technologies, marketed through both
private labels and the Company’s own well-respected brands (Bovie®,
IDS™ and DERM™) to distributors worldwide. The Company also
leverages its expertise through original equipment manufacturing
(OEM) agreements with other medical device manufacturers. For
further information about the Company and its products, please
refer to the Bovie Medical Corporation website
at www.boviemedical.com.
About Symmetry Surgical
Inc.:
Symmetry develops and delivers high-quality surgical
instrumentation to healthcare providers around the world.
Symmetry’s portfolio of more than 20,000 instruments includes
proven, trusted brands, and Symmetry works to bring new innovations
to market that can help clinicians deliver superior patient care –
from access to intervention to closure in surgical procedures.
Symmetry’s rich and diverse history creates one of the industry’s
most comprehensive surgical instrument portfolios, which includes
well-known brands such as BOOKWALTER®, GREENBERG®, OLSEN®,
SYMMETRY®, SYMMETRY SHARP KERRISON®, FLASH PAK®, CLASSIC®, CLASSIC
PLUS®, SECTO®, QUAD-LOCK®, RAPIDCLEAN®, MAGNAFREE®, MIDAS TOUCH®,
MICROSECT®, ULTRA INSTRUMENTS®, MULTIPAK®, ACCESS SURGICAL®, RILEY
MEDICAL®, TRANSPAK®, OPTI-LENGTH®, THE ULTRA SYSTEM®, BOOKWALTER
ROTILT®, SYMMETRY ACCESS™, and VESOCCLUDE®. For more information,
please visit www.symmetrysurgical.com.
Cautionary Statement on Forward-Looking
Statements:
Certain matters discussed in this release and oral statements
made from time to time by representatives of the Company may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and the Federal
securities laws. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its
expectations will be achieved.
Forward-looking information is subject to certain risks, trends
and uncertainties that could cause actual results to differ
materially from those projected. Many of these factors are beyond
the Company's ability to control or predict. Important factors that
may cause actual results to differ materially and that could impact
the Company and the statements contained in this release can be
found in the Company's filings with the Securities and Exchange
Commission including the Company's Report on Form 10-K for the year
ended December 31, 2017 and subsequent Form 10-Q filings. For
forward-looking statements in this release, the Company claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
The Company assumes no obligation to update or supplement any
forward-looking statements whether as a result of new information,
future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION ABOUT THIS TRANSACTION AND
WHERE TO FIND IT
In connection with the proposed transaction, the Company plans
to file with the SEC a proxy statement and other documents. The
Company will make the proxy statement available to its
shareholders. Investors are urged to read the proxy statement and
other materials filed with the SEC when they become available,
because they will contain important information about the Company
and the proposed transaction. The definitive proxy statement and
other documents filed by the Company with the SEC will be available
free of charge at the SEC’s website (www.sec.gov) and from the
Company. Requests for copies of the proxy statement and other
documents filed by the Company with the SEC may be made by
contacting The Company’s investor relations contact, Mike
Piccinino, CFA by email at investor.relations@boviemed.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180709005399/en/
Investor Relations:Westwicke Partners on behalf of Bovie Medical
CorporationMike Piccinino,
CFA443-213-0500investor.relations@boviemed.com
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