ICTV Brands announces acquisition of consumer products business of PhotoMedex
ICTV Brands announced the signing of a definitive agreement to acquire the consumer products business of PhotoMedex for a total consideration of $9.5M 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 $7M in a private placement of common shares priced at $0.34. To date, $3M of this raise has been placed in escrow, led by a group of existing shareholders. The additional $2M 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 $3M 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."