On July 9, 2018, Bovie Medical Corporation announced entry into a purchase agreement with Tennessee-based Specialty Surgical Instrumentation Inc. According to the agreement, SSI will receive Bovie’s electrosurgical business and related IP in exchange for a $97 M cash payment. The public filings do not reveal which of Bovie’s ~50 US patents and applications, if any, patents will change hands. As of the time of reporting, no assignments between Bovie and SSI have been recorded by the USPTO. However, section 3.13 of the Asset Purchase Agreement does mention a “Seller Disclosure Letter” which purportedly identifies all issued patents included in the “Transferred Intellectual Property.” SSI also will receive a royalty-free, perpetual license to use certain IP that Bovie will retain. Bovie’s press release follows:
Bovie Medical Corporation Announces Agreement to Sell “Core” Business Segment to Symmetry Surgical, Inc. for Total Cash Consideration of $97 million
Divestiture and Sale of the Core business segment represents an important strategic transaction that significantly enhances Bovie Medical’s balance sheet and allows the Company to further focus on the commercialization of J-Plasma/Renuvion™ Cosmetic Technology
CLEARWATER, FL – JULY 9, 2018 – Bovie Medical Corporation (NYSEMKT:BVX) (the “Company”), a maker of medical devices and supplies and the developer of J-Plasma®, a patented surgical product marketed and sold under the Renuvion™ Cosmetic Technology brand in the cosmetic surgery market, today announced that the Company has entered into a definitive agreement with Specialty Surgical Instrumentation Inc., a subsidiary of Symmetry Surgical Inc. (“Symmetry”), pursuant to which the Company will divest and sell the Core business segment and the Bovie® brand to Symmetry for gross proceeds of $97 million in cash. The asset purchase agreement was approved by the Company’s Board of Directors and is subject to customary closing conditions – including approval by the Company’s stockholders – and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Company is retaining its Advanced Energy and OEM businesses, its facilities in Clearwater, FL and Sofia, Bulgaria, and certain intellectual property related to specialty generators. As part of the agreement President and Director J. Robert Saron will resign from his position with the Company and the Board of Directors and join Symmetry following the closing of the transaction.
“Today’s announcement of the divestiture and sale of our Core business segment to Symmetry is a major strategic transaction for Bovie Medical,” said Charlie Goodwin, Chief Executive Officer of the Company. “The Core electrosurgical and cauteries business is the foundation of Bovie Medical and we are extremely proud of the success we have had with this business which dates back to the Company’s inception many years ago. At the same time, we believe the customers and employees of Bovie Medical’s Core business are best-positioned going forward with the focus and investment they will receive under Symmetry’s ownership.”
Mr. Goodwin continued: “This is a milestone moment for the Company, one that creates significant value for our shareholders by significantly enhancing our balance sheet with the addition of more than $70 million in estimated net cash proceeds after taxes and transaction related expenses and allowing us to further focus the organization on our strategic objective of commercializing our J-Plasma/Renuvion technology in the cosmetic surgery market.”
The Company and Symmetry will also enter into a transition services agreement, a patent licensing agreement, a disposables supply agreement and a generator manufacturing and supply agreement, the latter of which will establish the Company as an OEM-provider of generators to Symmetry for a period of at least 10 years.
Until the transaction closes, the Company will continue to manage the Core business, providing full product availability and support to customers. In connection with the transaction, the Company will prepare a proxy statement to be filed with the U.S. Securities and Exchange Commission (“SEC”). A definitive proxy statement will be mailed to shareholders of the Company. The transaction is expected to close in the third quarter of 2018.
Following the closing of the transaction, the Company update its financial guidance for fiscal year 2018.
Piper Jaffray & Co. is serving as financial advisor to the Company while Ruskin Moscou Faltischek, P.C. is serving as legal advisor.