The Boards of Directors for both companies have approved the proposed transaction, which is subject to customary closing conditions, including approval by the stockholders of Thermage. The stockholders of Reliant have already approved the transaction by written consent. Certain Thermage stockholders, holding more than 33% of the outstanding shares of Thermage have agreed to vote in favor of the transaction. The proposed transaction is currently expected to close during the fourth quarter of 2008.
"This proposed transaction combines two of the most dynamic companies in
our industry and creates a strong growth vehicle for our shareholders,
customers and employees," said
"This proposed combination brings together two companies with premier
technologies and market positions in their respective fields and creates a
company with significantly more potential than either company can realize on
its own," said
Reliant Technologies generated approximately
"Combining with another market leader, a pioneer in the space of fractional skin resurfacing, improves our ability to leverage our current call point," Mr. Fanning added. "Our products are complimentary and are often used together. The combination of our technologies offers patients and physicians a more complete anti-aging solution. In addition to leveraging our current call point, the combination provides compelling opportunities to leverage our marketing resources targeting both physicians and consumers. We will have one of the largest U.S. sales forces in the industry and an extensive international distribution network. Our combined distribution strength will provide us with the ability to place systems with new customers, as well as drive sales of treatment tips to a worldwide installed base of more than 4,000 systems."
Transaction Terms
Under the terms of the definitive agreement, Thermage will acquire Reliant
Technologies for approximately
Once the transaction closes, the combined Thermage, Inc. will be lead by
Conference Call
A conference call will be held on
To participate in the live call by telephone, please dial (866) 249-5225
from the U.S. or (303) 262-2006 from outside the U.S. Please use conference
ID number 11117004#. Participants are asked to call the above numbers
approximately 5-10 minutes prior to the start time. Additionally, the call
will be broadcast live and can be accessed on the Thermage website. A
telephone replay of the call will be available from
About Thermage, Inc.
Thermage's innovative technology provides a unique non-invasive procedure designed to tighten and contour skin, significantly expanding the non-invasive aesthetic applications physicians can offer to the rapidly growing "anti-aging" market. For more information about Thermage, call 1-510-259-7117 or log on to http://www.thermage.com.
About Reliant Technologies Inc.
Reliant Technologies develops clinical solutions to repair and restore
aging and environmentally damaged skin. Reliant is dedicated to providing the
most advanced research, engineering and products to the global aesthetic
marketplace. The Company's laser device is used primarily by aesthetic
physicians to treat acne scars, melasma, periorbital wrinkles, pigmented
lesions, surgical scars and photo-damaged skin of the face and body. Reliant
pioneered the development of fractional laser resurfacing which relies on
novel high speed scanning systems and the Intelligent Optical Tracking(R)
system to produce safe and effective results with minimal recovery time.
Reliant is headquartered in
The Fraxel laser family has quickly become the industry standard for aesthetic laser skin treatment. Because of its gentle, non-invasive approach to skin resurfacing, Fraxel lasers are safe and effective in treating all skin types and all areas of the face and body. The Fraxel laser has received clearance from the US Food and Drug Administration (FDA) for treatment of pigmented lesions, melasma, periorbital wrinkles, acne scars, surgical scars, skin resurfacing and soft tissue coagulation.
Safe Harbor
This press release contains forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding potential transaction timing, projected financial
results, and anticipated cost savings, synergies and other opportunities.
Forward-looking statements are based on management's current, preliminary
expectations and are subject to risks and uncertainties, which may cause
actual results to differ materially from the statements contained herein,
including the risks that the transaction is delayed or ultimately not
consummated, and that the anticipated financial and operating benefits of the
transaction are not realized, among other risks. Further information on
potential risk factors that could affect Thermage's business are detailed in
the Company's Form 10-Q for the quarter ended
Additional Information and Where You Can Find It
This communication may be deemed solicitation material in respect of the proposed transaction between Thermage and Reliant. In connection with the transaction, Thermage will file a registration statement on Form S-4 with the SEC containing a proxy statement/prospectus. The proxy statement/prospectus will be mailed to the stockholders of Thermage. Investors and security holders of Thermage are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about Thermage and the proposed transaction. The proxy statement/prospectus (when it becomes available), and any other documents filed by Thermage with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Thermage by contacting Thermage Investor Relations by e-mail at IR@thermage.com or by telephone at (510) 259-7117. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Thermage and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in favor of the proposed transaction. Information about the directors and executive officers of Thermage and their respective interests in the proposed transaction will be available in the proxy statement/prospectus.
SOURCE Thermage, Inc.