הודעה רשמית מהחברה
Lumenis Announces Major Private Placement and Bank Debt Restructuring Agreement LM Partners L.P. and Ofer Hi-Tech Group to Invest $120 Million October 3, 2006 - Yokneam, Israel Lumenis® Ltd., a global developer, manufacturer and seller of laser, light- and radiofrequency-based devices for medical, aesthetic, ophthalmic, dental and veterinary applications, announced it had signed a definitive Purchase Agreement with LM Partners L.P. and Ofer Hi-Tech Group for an investment of $120 million in exchange for newly issued common shares. LM Partners L.P., led by Mr. Harel Beit-On, and Ofer Hi-Tech, led by Mr. Ehud Angel, are leading private equity firms based in Israel with several successful private equity investments in global companies. In connection with and as a condition to closing of the transactions contemplated by the Purchase Agreement, the Company has entered into a definitive agreement with Bank Hapoalim B.M. to restructure the Companys estimated $205 million of outstanding debt. Pursuant to the Restructuring Agreement, from the time of closing through the end of 24 months post-closing, the principal amount of the debt net of all post-closing loan repayments of $80 million and write offs of $50 million will be approximately $75 million, based on the current debt level. We welcome this infusion of new capital from this recognized group of experienced investors and the contributions they will make to the Company. We also appreciate the cooperative relationship with Bank Hapoalim, which has supported Lumenis throughout and worked with the investors to quickly and efficiently create a new financing structure for the Company. These agreements represent major milestones for Lumenis and completes the final element critical to our Turnaround Plan for the Company commented Avner Raz, Lumenis President and Chief Executive Officer. Both the debt load from the past and the heavy burden of bringing current our financial reporting have limited our ability to invest in growth activities. Closing this transaction will provide us with approximately $80 million in cash that can be deployed to accelerate new product development and to improve our supply chain in order to enhance customer service. Also, we will have deleveraged our balance sheet and restructured our remaining debt to a manageable and less costly level. We have plans ready for many new initiatives in each of our product segments and are excited to be able to launch these initiatives in the markets we serve, Mr. Raz added. Upon shareholder approval, Mr. Harel Beit-On will become Lumenis Chairman of the Board of Directors. Mr. Beit-On is the former Chairman and CEO of Tecnomatix, which was sold in 2005 to UGS for $230 million, and the former Chairman of ECtel (Nasdaq: ECTX) during its recovery process until the beginning of 2006. Mr. Beit-On commented, We are very excited about the opportunity to invest in a company with Lumenis position in the industry. This new infusion of capital will allow us to aggressively build on Lumenis already strong portfolio of products and unsurpassed patent position to bring new innovative products to the market. We believe that the investment will result in significantly improved value for all shareholders. Yoav Doppelt, Ofer Hi-Techs CEO, will join Lumenis Board of Directors following shareholder approval. Mr. Doppelt brings with him years of experience in the medical device industry and will be an active director in the Companys affairs. Pursuant to the Purchase Agreement, the LM Partners and Ofer Hi-Tech will purchase from the Company for $120 million ordinary shares at a price per share of $1.0722 representing approximately a 75% interest in the Company following closing. Under the provisions of the Companies Law, the proposed private placement requires approval by our shareholders. The Company intends to solicit shareholder approval at a meeting planned for early November. The closing of the Purchase Agreement is subject to shareholder approval of several items to be submitted in a proxy statement expected to be sent shortly. Closing is also subject to other closing conditions as detailed in the Purchase Agreement.