Hydrafacial, Vesper Healthcare Announce Merger Agreement

The Hydrafacial company, a beauty health company known for its non-invasive and accessible skin treatments, and Vesper Healthcare Acquisition Corp., a special purpose acquisition company, recently announced they have entered into a definitive merger agreement.

The agreement states that the two companies will merge, and thereafter Hydrafacial will become a public company. Currently, Hydrafacial is owned by Linden Capital Partners and DW Healthcare Partners, which are both private equity firms focused on the healthcare industry.

Once the merger is complete, the resulting company expects to be listed on the NASDAQ exchange.

The merger is valued at a pro forma enterprise value of $1.1 billion and the purchase price consists of a $975 million payable at closing and up to $75 million payable upon the completion of certain identified acquisitions by the company, according to the press release announcing the merger.

The acquisition will be funded through a combination of Vesper Healthcare’s trust account, a common stock private placement 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.

Vesper Healthcare, Linden, and DWHP will all retain equity stake in the company while Hydrafacial expects to have a debt-free balance sheet at closing.

The transaction is expected to close in the first half of 2021 and has been unanimously approved by both companies’ board of directors. However, it is still subject to approval by Vesper Healthcare’s shareholders and other customary closing conditions, including applicable regulatory approvals, according to the release.

“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,” says Clint Carnell, HydraFacial CEO. “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.”