Montgomeryville, PA and Orangeburg, NY – December 13, 2011 – PhotoMedex, Inc. (“PhotoMedex”), a leader in the development of proprietary excimer laser, LED light systems and skin care products for dermatological applications, and Radiancy, Inc., (“Radiancy”) a leading developer and manufacturer of home-use and professional aesthetic and dermatological devices, today announced that their respective stockholders have voted to approve the adoption of the Amended and Restated Agreement and Plan of Merger, (the “Agreement”), dated as of October 31, 2011, among PhotoMedex, Radiancy, and PHMD Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of PhotoMedex. Pursuant to the Agreement, Merger Sub will merge with and into Radiancy, and Radiancy will become a majority owned subsidiary of PhotoMedex.
This transaction combines the strength of PhotoMedex in the professional dermatology and plastic surgery market with the global reach of Radiancy in the consumer market, and represents considerable opportunity for synergies and sales growth of each company’s product portfolio. The company will retain the name “PhotoMedex” and will maintain its corporate headquarters in Montgomeryville, Pennsylvania, with North American consumer sales, marketing and customer support facility in Orangeburg, New York, and clinical, R&D, operations and a sales and marketing facility in Hod Hsharon, Israel. Shares in the new company will trade on The NASDAQ Stock Market under the ticker symbol “PHMD.” The transaction is subject to regulatory and shareholder approvals.
Approximately 99.98% of the PhotoMedex shares present at the Annual Meeting of Stockholders voted in favor of the adoption of the Agreement, which represented approximately 68% of PhotoMedex’ total outstanding shares of common stock as of the November 7, 2011 record date. All other proposals presented at the Annual Meeting of Stockholders were also approved.
All of the Radiancy shares present at the Special Meeting of Stockholders voted in favor of the adoption of the Agreement, which represented approximately 80% of Radiancy’s total outstanding shares of common and preferred stock as of the November 7, 2011 record date.
Closing of the transactions contemplated by the Agreement took place on December 13, 2011. Stockholders of Radiancy immediately prior to the merger will receive notices from Broadridge Corporate Issuer Services, Inc. regarding how to exchange their Radiancy stock into shares of PhotoMedex common stock.
Fairmount Partners advised PhotoMedex, providing a fairness opinion to its Board of Directors. Neal McCarthy, Managing Director, commented, “We have worked with PhotoMedex on multiple transactions in the past, including most recently on the sale of their Surgical Services Division, and are pleased they chose Fairmount to assist them in this major transaction. This transaction highlights Fairmount’s expertise in providing advice and valuation analysis to premiere middle market companies, such as PhotoMedex.”
PhotoMedex is a Global Skin Health Solutions™ company that provides integrated disease management and aesthetic solutions through complementary laser and light-based devices, and skincare products. The company is a leader in the development, manufacturing and global marketing of dermatology products and techniques focused on advancing cost-effective technologies that provide patients with better outcomes and a higher quality of life. The diseases and conditions we address include psoriasis, vitiligo, acne, actinic keratosis and sun damage. Medical devices include the XTRAC® Excimer Laser for the treatment of psoriasis and vitiligo and the Omnilux™ non-laser Light Emitting Diodes (LED) for the treatment of clinical and aesthetic dermatological conditions including acne, photodamage, skin rejuvenation and wound healing. PhotoMedex also develops and markets products based on its patented, clinically proven Neova™ Copper Peptide technology and DNA repair enzymes for skin health, hair care and wound care.
For more information visit www.PhotoMedex.com.
ABOUT RADIANCY, INC.
Founded in 1998, Radiancy Inc. is a leading developer, manufacturer and seller of home-use and professional aesthetic and dermatological devices. The company sells a range of home-use devices under its proprietary brand, no!no!™, for various indications including hair removal, acne reduction, skin rejuvenation and face lifting. The company also offers a professional product line which addresses acne clearance, skin tightening, psoriasis care and hair removal sold to physician clinics and spas.
Radiancy’s products are supported by two core proprietary technologies known as LHE™ (Light Heat Technology) and Thermicon™. The company’s LHE™ technology is superior in cost performance, efficacy and ease of application to both laser and intense pulse light (IPL) technologies. LHE™ combines the use of direct heat and a wide-spectrum light source and allows very large treatment spot sizes with less discomfort without the requirement of skin cooling.
LHE™ technology is incorporated in Radiancy’s FDA cleared professional devices as well as its consumer products. The Thermicon™ technology, used in the no!no!™ hair removal products, is the only technology currently on the market that allows for at-home painless and long lasting hair reduction on all skin types and hair colors and body parts.
Principals of Fairmount Partners acted as advisors to PhotoMedex in this transaction.
Contact: Neal McCarthy