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news.PhotoMedex has signed a definitive purchase agreement to acquire Photo Therapeutics for $13 million in cash at closing, and up to an additional $7 million in cash if certain gross profit milestones are met by Photo Therapeutics between July 1, 2008 and June 30, 2009, subject to customary adjustments.
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The acquisition will be funded through a convertible debt investment of up to $25 million by an investment fund managed by Perseus.
The proposed acquisition and investment are subject to customary closing conditions, including approval by the stockholders of Photo Therapeutics of the proposed acquisition and approval by the stockholders of PhotoMedex of the proposed investment by Perseus, and a reverse split of the outstanding shares of common stock of PhotoMedex at a ratio as may be agreed between PhotoMedex and Perseus.
Certain shareholders of Photo Therapeutics who collectively own approximately 51.5% of Photo Therapeutics’s outstanding shares have agreed to vote all of their shares in favor of the proposed acquisition.
Approval by the holders of 75% of the shares of Photo Therapeutics entitled to vote and present in person or by proxy at its shareholder meeting will be required to approve the proposed acquisition.
The proposed acquisition and the first tranche of the proposed investment by Perseus are expected to close concurrently in the fourth quarter of 2008.