On Track to Complete Business Combination with
Vesper Healthcare in the First Half of 2021
The HydraFacial® Company (“HydraFacial,” or the “Company”), a
category-creating beauty health company, today announced
preliminary net sales for the fiscal year ended December 31,
2020.
HydraFacial currently expects net sales for fiscal year 2020 to
approximate $119 million. The Company’s previous expectation for
net sales, provided on December 9, 2020, was approximately $115
million. The Company has not yet completed the year-end audit and
expects to report full results for fiscal year 2020 at a future
date. The previously announced business combination with Vesper
Healthcare (NASDAQ: VSPR) remains on track to be completed in the
first half of 2021.
Clint Carnell, HydraFacial CEO, stated: “I am proud of our team
for their collective efforts, passion and dedication in 2020, which
allowed us to continue building the HydraFacial brand, despite the
impact of COVID-19 related closures, and generate net sales which
came in ahead of the guidance we had provided in December 2020. The
resilience of the brand is demonstrated by the fact that we added
more than 2,000 new delivery systems globally since the pandemic
related stay-at-home orders started in March 2020, we strengthened
the recurring consumable revenue, which is expected to represent
more than 50% of total sales at year end, and we added and expanded
several key brand and retail partnerships, including Dr. Murad,
Sephora and Clinique. We are excited to become a public company and
to build this business globally.”
Brent Saunders, CEO and Co-Founder of Vesper Healthcare
Acquisition Corp., commented: “I am very pleased with the solid
topline results that HydraFacial delivered in 2020, against a
challenging backdrop of COVID-19. HydraFacial has tremendous
opportunities both in the U.S. and globally and we look forward to
deploying our strategy to create a leading company in the category
of beauty-health.”
On December 9th, 2020, HydraFacial and Vesper Healthcare, a
special purpose acquisition company co-founded by Brent Saunders,
former CEO of Allergan, Forest Laboratories, and Bausch + Lomb,
announced that they 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 and DW Healthcare Partners, both of which are
private equity firms focused exclusively on the healthcare
industry.
Cautionary Statement Regarding Preliminary Results
The results for the fiscal year ended December 31, 2020 are
preliminary, unaudited and subject to the finalization and closing
of the Company’s year-end audit and should not be viewed as a
substitute for full annual financial statements prepared in
accordance with U.S. GAAP. In addition, these preliminary results
are not a comprehensive statement of the Company’s financial
results for the year ended December 31, 2020. The Company cautions
you that these preliminary results are not guarantees of future
performance or outcomes and that actual results may differ
materially from these described above.
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.
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations,
estimates and projections of the businesses of Vesper Healthcare or
the Company may differ from their actual results and consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, expectations with respect
to future performance of Vesper Healthcare or HydraFacial and
anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction
and the timing of the completion of the proposed transaction.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve significant risks
and uncertainties, that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside of the control of Vesper Healthcare and the Company and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement and the proposed transactions
contemplated therein; (2) the outcome of any legal proceedings that
may be instituted against the parties following the announcement of
the Merger Agreement and the transactions contemplated therein; (3)
the inability to complete the transactions contemplated by the
Merger Agreement, including due to the failure to obtain approval
of the stockholders of Vesper Healthcare or other conditions to
closing in the Merger Agreement; (4) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the
transaction to fail to close; (5) the receipt of an unsolicited
offer from another party for an alternative business transaction
that could interfere with the proposed transaction; (6) the
inability to obtain or maintain the listing of the post-acquisition
company’s common shares on Nasdaq following the proposed
transaction; (7) the risk that the proposed transaction disrupts
current plans and operations of the Company as a result of the
announcement and consummation of the proposed transaction; (8) the
ability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (9) costs
related to the proposed transaction; (10) changes in applicable
laws or regulations; (11) the possibility that the Company may be
adversely affected by other economic, business, and/or competitive
factors; (12) the impact of the continuing COVID-19 pandemic on the
Company’s business and (13) other risks and uncertainties indicated
from time to time in the final prospectus of Vesper Healthcare,
including those under “Risk Factors” therein, and other documents
filed or to be filed with the Securities and Exchange Commission
(“SEC”) by Vesper Healthcare.
Vesper Healthcare cautions that the foregoing list of factors is
not exclusive. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
HydraFacial and Vesper Healthcare do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions or
circumstances on which any such statement is based.
Important Information about the Transaction and Where to Find
It
In connection with the proposed transaction, Vesper Healthcare
has filed a preliminary proxy statement with the SEC and plans to
file a definitive proxy statement with the SEC. Vesper Healthcare’s
stockholders and other interested persons are advised to read the
preliminary proxy statement, the amendments thereto, and the
definitive proxy statement and documents incorporated by reference
therein filed in connection with the proposed transaction, as these
materials will contain important information about the Company,
Vesper Healthcare and the proposed transaction. When available, the
definitive proxy statement will be mailed to the stockholders of
Vesper Healthcare as of a record date to be established for voting
on the proposed transaction. Stockholders will also be able to
obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC’s website at http://www.sec.gov, or by directing a
request to: Vesper Healthcare Acquisition Corp., 1819 West Avenue,
Bay 2, Miami Beach, FL 33139.
Participants in the Solicitation
Vesper Healthcare and its directors and executive officers may
be deemed participants in the solicitation of proxies of Vesper
Healthcare stockholders with respect to the proposed transaction. A
list of those directors and executive officers and a description of
their interests in Vesper Healthcare will be filed in the proxy
statement for the proposed business combination and available at
www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement for the
proposed business combination when available.
HydraFacial and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Vesper Healthcare in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy statement for
the proposed business combination.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210222005238/en/
For HydraFacial: ICR, Inc. Investors: Allison Malkin
Email: allison.malkin@icrinc.com Press: Alecia Pulman Email:
alecia.pulman@icrinc.com
For Vesper Healthcare: Manisha Narasimhan, PhD CFO,
Vesper Healthcare Acquisition Corp.
Manisha.narasimhan@vesperhealth.com
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