- Acquisition has the potential to double topline revenue in 2022
- Operational synergies and diversified product portfolio expected to drive profitability
NovaBay Pharmaceuticals Inc® (NYSE American: NBY) announces it has entered into a definitive agreement to acquire DERMAdoctor, LLC, a privately-held company that commercializes dermatologist-developed skin care products, including all of its inventory, products, and intellectual property, for a purchase price of $15.0 million, comprised of $12.0 million in cash at closing and up to an additional $3 million in earnout payments contingent upon the DERMAdoctor business achieving predetermined financial targets for the 2022 and the 2023 fiscal years.
DERMAdoctor produces and sells more than 30 product underlines that include Ain’t Misbehavin’, Calm Cool + Corrected, Kakadu C, KP Duty, and Wrinkle Revenge. Its products are designed to address acne, aging skin, dark spots, dry skin, eczema, fine lines and wrinkles, enlarged pores, hyperhidrosis, keratosis pilaris, oily skin, rosacea, and sensitive skin. DERMAdoctor sells its products through major retailers such as Macy’s, QVC, Costco, digital beauty retailers such as SkinStore and Amazon, as well as its own website. DERMAdoctor also has a large and growing network of international distributors and retailers.
“Having evaluated various strategic opportunities to expand NovaBay’s commercial presence in the beauty industry with complementary product offerings, DERMAdoctor stood out as the ideal fit commercially, while also supporting the goals of reaching profitability and enhancing stockholder value,” said Justin Hall, NovaBay CEO. “This acquisition will significantly increase NovaBay’s presence in the U.S. beauty market with the addition of over 30 products currently sold by DERMAdoctor, which were developed under the leadership of Dr. Audrey Kunin, a well-known leader in the skincare product industry. The DERMAdoctor skincare products have been clinically formulated to be highly effective yet gentle on skin, characteristics of our own CelleRx Clinical Reset. We plan to employ our commercial organization’s expertise and industry relationships in combination with those of DERMAdoctor in order to broaden the distribution and future growth of our combined products to an expanded and more diverse customer base.”
“While we expect DERMAdoctor’s existing product sales to double our topline revenue, the combined company platform significantly expands our opportunities for future growth. We will be investing in new products and new brands, with Dr. Audrey Kunin providing both creative and strategic direction. Along with expected revenue growth, we also expect to achieve operating and expense synergies as a result of this transaction. With higher sales and expense synergies from combining DERMAdoctor with our operations, we finally have a clear path to profitability,” he added.
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DERMAdoctor’s co-founders, Audrey Kunin and Jeff Kunin will continue in the executive leadership of DERMAdoctor after the transaction. Dr. Audrey Kunin will serve as NovaBay’s Chief Product Officer for all new product development, Dr. Jeff Kunin will remain as DERMAdoctor’s President and the entire 13-member DERMAdoctor team will continue with DERMAdoctor after the transaction. In addition, Dr. Audrey Kunin is expected to join the NovaBay board of directors after the closing of the transaction. NovaBay plans for the DERMAdoctor business to continue its operations from its current headquarters in Riverside, Missouri.
“This is truly an exciting opportunity to advance and enhance the DERMAdoctor business by introducing our clinically formulated skincare products to a larger number of prospective customers utilizing the proven sales, marketing, and distribution capabilities of NovaBay,” said Dr. Audrey Kunin. “We designed DERMAdoctor products with synergistic blends of science and technology to be elegant, hypoallergenic, multitasking, problem-solving, and highly effective. We created DERMAdoctor to address the all-too-common skincare concerns that were overlooked by the beauty industry, providing hassle-free, highly effective, prestige treatments that are non-irritating to the skin. With the infrastructure and support of NovaBay, we will be able to create, innovate, and sell like never before. We are looking forward to joining forces with the NovaBay team to drive our brands, new and old, to even greater success.”
The parties are targeting a closing of the transaction in the fourth quarter of 2021, subject to customary closing conditions. The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which will be subsequently filed by NovaBay with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
Conference Call
NovaBay management will host an investment community conference call Wednesday at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss this announcement and answer questions. Shareholders and other interested parties may participate in the conference call by dialing 866-777-2509 from within the U.S. or 412-317-5413 from outside the U.S. and requesting the NovaBay Pharmaceuticals call.
A live webcast of the call will be available at http://novabay.com/investors/events and will be archived for 90 days. A replay of the ca
NovaBay Pharmaceuticals Forward-Looking Statements
This press release contains forward‑looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the commercial progress and future financial performance of NovaBay as well as the transaction to acquire DERMAdoctor (the “Transaction”). This release contains forward-looking statements that are based upon management’s current expectations, assumptions, estimates, projections, and beliefs. These statements include, but are not limited to, statements regarding our current product offerings and marketing efforts, the financial impact of the proposed Transaction with DERMAdoctor, our partnerships, and any future revenue that may result from selling our products, as well as generally NovaBay’s expected future financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. Other risks relating to NovaBay’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this press release, are detailed in NovaBay’s latest Form 10-Q, Form 10-K and/or 8-K filings with the Securities and Exchange Commission, especially under the heading “Risk Factors.” The forward-looking statements in this release speak only as of this date, and NovaBay disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
Source: Biospace