PhotoMedex, Inc. (PHMD)

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PhotoMedex, Inc. (PHMD)

LCA Vision Acquisition Call

February 14, 2014 8:30 AM ET


Kim Golodetz – IR

Dolev Rafaeli – CEO

Dennis McGrath – President and CFO

Mike Celebrezze – CEO


William Plovanic – Canaccord

Anthony Vendetti – Maxim Group

John Curti – Singular Research

Hamed Khorsand – BWS Financial



Good day, everyone. Welcome to the PhotoMedex Conference Call. Today’s conference is being recorded. At this time I would like to turn the conference over to Kim Golodetz. Please go ahead.

Kim Golodetz

Thank you, Operator. This is Kim Sutton Golodetz with LHA. Thank you all for participating in today’s call. Joining me this morning from PhotoMedex are Dr. Dolev Rafaeli, Chief Executive Officer; Dennis McGrath, President and Chief Financial Officer and from LCA-Vision, Michael Celebrezze, Chief Executive Officer.

After the close of trading yesterday PhotoMedex and LCA-Vision announced the definitive agreement for PhotoMedex to acquire LCA-Vision. If you have not received this news release or if you would like to be added to the company’s distribution list please call LHA New York at 12-838-3777 and speak with Carolyn Curran.

Before we begin I would like to caution that comments made during this conference call by management will contain forward-looking statements. particularly those describing PhotoMedex’s and LCA-Vision’s strategies, operating expense reductions and business plans within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks, uncertainties and other factors.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements regarding product development, product extensions, product integration or product marketing; any statements regarding continued compliance with government regulations, changing legislation or regulatory environments; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.

These risks, uncertainties and other factors, including PhotoMedex’s ability to consummate the announced acquisition of LCA-Vision, unexpected costs or unexpected liabilities that may arise from the announced acquisition, and PhotoMedex’s failure to realize the anticipated benefits of the announced acquisition, and the general risks associated with the businesses of PhotoMedex and LCA-Vision described in the reports and other documents filed with the SEC, could cause actual results to differ materially from those referred to, implied or expressed in the forward-looking statements. PhotoMedex and LCA-Vision caution participants not to rely on these forward-looking statements.

All forward-looking statements are based on information currently available to PhotoMedex and LCA-Vision and are qualified in their entirety by this cautionary statement. Each of PhotoMedex and LCA-Vision anticipates that subsequent events and developments will cause its views to change. The information contained in this conference call speaks as of the date hereof and neither PhotoMedex nor LCA-Vision has or undertakes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

With that, I will turn the call over to Dr. Dolev Rafaeli. Dolev?

Dolev Rafaeli

Thank you, Kim. Good morning. My name is Dolev Rafaeli. I’m the CEO of PhotoMedex. Thank you for joining us this morning.

We would like to take you through a presentation that describes the deal that was announced yesterday afternoon after the market close. The presentation is available on both companies’ IR sites. And I’ll start right now.

We are talking about a transformational transaction between PhotoMedex and LCA-Vision. PhotoMedex trades on NASDAQ and Tel Aviv Stock Exchange. PhotoMedex’s is a leading global skin health provider to both the consumer and the professional markets. LCA-Vision is a leading national provider of fixed-site laser vision correction services at the company’s LasikPlus vision centers.

The acquisition provides for the platform to launch a direct XTRAC Psoriasis and Vitiligo Centers of Excellence and for Neova clinical dispensing outlets. It provides us an opportunity to leverage the LasikPlus infrastructure and the customer centric staff which are the best in the industry. It expands the recurring and reimbursed revenues from XTRAC and Neova to underutilized LasikPlus infrastructure. The LasikPlus centers and staff who deal one-on-one with patients are ideally suited for expanding procedures beyond the Lasik to include XTRAC laser treatments as-well-as additional clinical brands.

Let me turn this over to Dennis who is going to describe the transaction summary.

Dennis McGrath

Thanks, Dolev. And you could follow along I am on slide four and five of the presentation whether it’s on Live Meeting or from either one of our websites. So as you saw from the press release the acquisition price was $5.37 a share with over 34% premium, the day before the announcement.

Total purchase price, a $106.4 million LCA has just under 20 million shares outstanding. It’s accretive to our cash EPS in 2014 excluding the transaction items. We expect approximately $5 million in cost savings and efficiencies to be achieved entering into 2015 and I’ll describe some of those synergies on another slide. The financing is through existing cash along with a committed senior debt financing vehicle I’ll go through that also on a subsequent slide. And the leverage at close is very conservative it’s 1.9 times our EBITDA.

Furthermore Dolev and myself will continue at our current roles, as well as Mike Celebrezze will continue in his role as President and CEO of LCA-Vision. LCA-Vision will become and operate as a wholly owned subsidiary of PhotoMedex’s and a six-person Board of Directors will be created with that subsidiary. Both Boards have unanimously approved this transaction. We are in the process for the Hart-Scott-Rodino approval. There is a 30-day Go Shop that begins as of yesterday at the signing of the definitive agreement to have LCA entertain any additional bids. And we expect this transaction to close in the second quarter.

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