Sientra Completes Acquisition of Miramar Labs®
Acquisition Adds miraDry®, the Only FDA Cleared Device to Reduce Underarm Sweat, Odor and Permanently Reduce Hair of All Colors
Secures $50 Million Credit Facility
Santa Barbara, CA and Santa Clara, CA – July 26, 2017 – Sientra, Inc. (NASDAQ: SIEN), a medical aesthetics company, announced today that it has completed the previously announced acquisition of Miramar Labs, Inc., for an aggregate transaction value of $20 million in upfront cash, plus contractual rights for potential contingent payments of up to $14 million in cash upon the achievement of certain milestones.
The acquisition of Miramar significantly broadens Sientra’s aesthetics portfolio, adding the miraDry system, the only FDA cleared device to reduce underarm sweat, odor and permanently reduce hair of all colors. The miraDry non-invasive procedure is safe and highly efficacious with a proven commercial and clinical track record.
Jeffrey M. Nugent, Chairman and Chief Executive Officer of Sientra, said, “We are extremely excited to complete the acquisition of Miramar Labs, which is a significant milestone for Sientra and continues our progress building a diversified global aesthetic company. The miraDry procedure addresses a very large and underpenetrated market in the minimally invasive, lifestyle aesthetics category and we are confident that we can work with the Miramar team to accelerate their already growing business. Since announcing the acquisition in June, we have been working diligently on integration plans with a focus on those commercial activities which we believe will drive broader adoption of the miraDry procedure. We have also received positive feedback on the acquisition from many of our existing plastic surgery customers, adding to our excitement about the technology and potential cross-selling opportunities.”
Mr. Nugent added, “With the added growth potential from increased miraDry adoption and utilization, we now have a number of important upcoming catalysts. We remain on track to receive FDA approval of the PMA Supplement for our new U.S. based breast implant manufacturing site by the end of 2017and our push into breast reconstruction continues with our Dermaspan® and novel Allox2® dual port breast tissue expanders. The 2nd half of 2017 is shaping up nicely for us as we prepare for the relaunch of our differentiated breast implants as we move into 2018.”
Sientra has executed a definitive agreement with MidCap Financial Services and Silicon Valley Bank for a $50 million credit facility. The credit facility will be comprised of $40 million in term debt that is accessible in three tranches and a $10 million revolver. The new credit facility replaces Sientra’s existing $20 million credit facility announced in March of 2017.
In connection with the transaction and the debt financing, Stifel acted as a financial advisor to Sientra, and Cooley LLP acted as legal counsel to Sientra. Canaccord Genuity, acted as financial advisor and Wilson Sonsini Goodrich & Rosati acted as legal counsel for Miramar.
Headquartered in Santa Barbara, California, Sientra is a medical aesthetics company committed to making a difference in patients’ lives by enhancing their body image, growing their self-esteem and restoring their confidence. The Company was founded to provide greater choice to board-certified plastic surgeons and patients in need of medical aesthetics products. The Company has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company sells its breast implants and breast tissue expanders exclusively to board-certified and board-admissible plastic surgeons and tailors its customer service offerings to their specific needs. The Company also offers a range of other aesthetic and specialty products including BIOCORNEUM®, the professional choice in scar management, and miraDry, the only FDA cleared device to reduce underarm sweat, odor and permanently reduce hair of all colors.
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to the performance of the miraDry system, the expected benefits of the Miramar acquisition, remain on track to receive FDA approval of the PMA Supplement for the new U.S. based manufacturing site by the end of 2017, Sientra’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, and other statements that are not historical facts. These forward-looking statements are based on management’s current assumptions and expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipate in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks associated with acquisitions, such as the risk that the business will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur, risks related to future opportunities and plans for the acquired company and its products, including uncertainty of the expected financial performance of the acquired company and its products, as well as other risks related to our business as can be found in the Risk Factors section of Sientra’s most recently filed Quarterly Report on Form 10-Q and and its Annual Report on Form 10-K for the year ended December 31, 2016. All statements other than statements of historical fact are forward-looking statements. The words “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan,” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward- looking statements. Estimates, projections and other forward-looking statements speak only as of the date they were made, and, except to the extent required by law, Sientra undertakes no obligation to update or review any estimate, projection or forward-looking statement.
Patrick F. Williams
Sientra, Chief Financial Officer
Zack Kubow / Brian Johnston
The Ruth Group
(646) 536-7020 / (646) 536-7028