Full Press Release Details
HydraFacial, an Experiential Beauty Health
Company, and Vesper Healthcare Announce Business Combination
Miami Beach, Florida, and Long Beach, California, December 9,
2020 -- The HydraFacial Company ("HydraFacial," or the "Company"), a category-creating
beauty health company, and Vesper Healthcare Acquisition Corp. (NASDAQ: VSPR) ("Vesper Healthcare"), a special purpose
acquisition company co-founded by Brent Saunders, former CEO of Allergan, Forest Laboratories, and Bausch + Lomb, today announced
that they have entered into a definitive merger agreement pursuant to which HydraFacial and Vesper Healthcare will combine, and
after which HydraFacial will become a public company. Upon completion of the transaction, the combined company expects to be listed
on the NASDAQ exchange. HydraFacial is owned by Linden Capital Partners ("Linden") and DW Healthcare Partners IV, LP
("DWHP") both of which are private equity firms focused exclusively on the healthcare industry.
Headquartered in Long Beach, California, The HydraFacial Company
has a 23-year history. The Company's HydraFacial system offers an effective, experiential, non-invasive and accessible skin
treatment experience. The HydraFacial signature treatment utilizes an innovative approach using a delivery system to provide, within
approximately 30 minutes, a three-step experience to cleanse, extract and hydrate skin, offering an immediate outcome and an instantly
gratifying glow. Treatments can be further customized to address individual skin concerns and needs with the use of a variety of
specific booster serums.
In December of 2016, the Company was acquired by private equity
firms Linden and DWHP. Since then, HydraFacial has generated compounded annual revenue growth of more than 50% through 2019. HydraFacial
has built a community of loyal estheticians and consumers through its innovative skincare solutions, education and comprehensive
training for estheticians, combined with sales and marketing initiatives and impactful social media campaigns. Overall, HydraFacial
currently has over 15,000 delivery systems in more than 87 countries globally with the HydraFacial and Perk products. In
2019, 3.2 million HydraFacial treatments were performed worldwide.
HydraFacial is well positioned to benefit from four key advantages:
(i) a large and growing market with favorable demographic trends; (ii) a technologically advanced offering with high consumer and
provider satisfaction; (iii) a shift in consumer behavior in seeking approachable and effective skin health solutions that bridge
the gap between traditional beauty and healthcare options; and (iv) a diversified channel mix that spans multiple touch points
including day and resort spas, medical offices such as dermatology and plastic surgery, and beauty retail.
Future growth opportunities and investments for HydraFacial
include training to improve esthetician education and build loyalty, investing in targeted sales and marketing, expanding global
footprint, and accelerating R&D efforts to improve and elevate its offerings and create innovative products.
Upon the closing of the proposed transaction, HydraFacial's
senior management will continue to serve in their current roles. HydraFacial will continue to be led by Chief Executive Officer,
Clint Carnell. Liyuan Woo will continue as Chief Financial Officer. Following the transaction, Brent Saunders, CEO of Vesper Healthcare
will serve as Executive Chairman. Manisha Narasimhan, PhD, CFO of Vesper Healthcare, will join HydraFacial as Chief Strategy Officer.
Management and Board of Directors' Comments:
Clint Carnell, HydraFacial CEO stated: "Our goal at HydraFacial
has been to create an incredible experience that is effective, democratized, and personalized, for men and women of all ages and
skin types. Our HydraFacial technology does just that, which has led to exceptional loyalty and satisfaction from estheticians
and consumers alike. Our treatments provide immediate and noticeable results to consumers, and a strong return on investment for
providers. We have a proven track record of growth in a large and growing market, we have developed a critical mass globally with
over 15,000 delivery systems in operation and our business model provides us with a recurring revenue stream in consumables. This,
along with favorable demographic trends, supported by our experienced team which has been made even stronger by combining with
Vesper Healthcare, has created a business model that we believe is well positioned to deliver sustained long-term growth. We plan
to leverage our infrastructure to bring to market additional innovative products backed by powerful technology. I am honored to
partner with Brent and Manisha and look forward to benefiting from their insights as we embark on this new chapter."
Brent Saunders, CEO and co-founder of Vesper Healthcare said,
"This is a significant day for Vesper Healthcare and HydraFacial as we team up with a category-creating company in the emerging
area of beauty health. Our goal is to build a premier company in beauty health, focused on providers such as estheticians and nurse
practitioners, consumers, and partners and we believe that HydraFacial is the perfect platform to achieve this goal. HydraFacial
possesses industry-leading consumer satisfaction scores and has presence in two high-growth categories within personal care -
skincare and, more recently, hair care. We look forward to working with the HydraFacial team to create a valuable, industry-leading,
global company in beauty health."
Linden Managing Partner Brian Miller and Partner Kam Shah added,
"We would like to thank the entire HydraFacial management team for driving extraordinary growth in the beauty health category.
HydraFacial's rapid transformation from a niche medical technology provider into a category-creator represents another great
example of Linden's differentiated Value Creation Program and Human Capital strategy in practice. As the largest individual
shareholder going forward, Linden looks forward to providing continued partnership and support to the Company."
Details of the transaction:
Under the terms of the definitive merger agreement, the transaction
is valued at a pro forma enterprise value of $1.1 billion. The purchase price consists of $975 million payable at closing and up
to $75 million payable upon the completion of certain identified acquisitions by the combined company. The acquisition will be
funded through a combination of cash in Vesper Healthcare's trust account, proceeds from a common stock private placement
led by premier institutional investors including Fidelity Management & Research Company, LLC, Redmile Group, LLC, Principal
Global Investors, LLC, Camber Capital Management and Woodline Partners, LP and sellers' rollover equity. HydraFacial expects
to have a debt free balance sheet at closing. Vesper Healthcare, Linden and DWHP will each retain an equity stake in the combined
The transaction, which has been unanimously approved by both
Vesper Healthcare's and HydraFacial's boards of directors, is expected to close in the first half of 2021 and is subject
to approval by Vesper Healthcare's shareholders and other customary closing conditions, including any applicable regulatory
Goldman Sachs & Co. LLC is serving as an exclusive financial
advisor and private placement agent and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Vesper Healthcare. Jefferies
LLC is serving as Lead Financial Advisor, Piper Sandler is serving as Financial Advisor and Kirkland & Ellis LLP is acting
as legal advisor to HydraFacial.
Investor Conference Call Information:
Management of HydraFacial and Vesper Healthcare will provide
an audio webcast today, December 9, 2020 at 7 AM ET to discuss the proposed transaction. For those investors who wish to listen,
the conference call webcast can be accessed by visiting www.hydrafacial.com.
Interested parties may listen to the prepared remarks call via
telephone by dialing (844) 512-2921, or for international callers, (412) 317-6671 and entering pin number: 13714087. The replay
of the conference call will be available through 11:59 am ET on December 16, 2020.
The audio call webcast, a related investor presentation with
more detailed information regarding the proposed transaction and a transcript of the investor call will be available at www.hydrafacial.com.
The investor presentation will also be furnished today to the U.S. Securities and Exchange Commission ("SEC") as an
exhibit on Vesper Healthcare's Current Report on Form 8-K, which can be viewed at the SEC's website at www.sec.gov.
About The HydraFacial Company
The HydraFacial Company is an experiential, non-invasive,
and approachable beauty health platform and ecosystem with a powerful community of estheticians, consumers and partners,
bridging medical and consumer retail to democratize and personalize skin care solutions for the masses. Leading the charge in
beauty health as a category-creator, HydraFacial uses a unique delivery system to cleanse, extract, and hydrate with their
patented hydradermabrasion technology and super serums that are made with nourishing ingredients, providing an immediate
outcome and creating an instantly gratifying glow in just three steps and 30 minutes. HydraFacial and
Perk products are available in over 87 countries with over 15,000 delivery systems globally and millions of treatments
performed each year. For more information, visit the brand on LinkedIn, Facebook, Instagram, or at HydraFacial.com.
About Vesper Healthcare Acquisition Corporation
Vesper Healthcare Acquisition Corporation is a special purpose
acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses, with the intention to focus its search on companies in the pharmaceutical
and healthcare sectors. Vesper Healthcare is led by Chief Executive Officer, Brent Saunders, and Chief Financial Officer, Manisha
Narasimhan, PhD. For more information, visit www.vesperhealth.com.
About Linden Capital Partners
Linden Capital Partners is a Chicago-based private equity firm