Filed by Thermage, Inc. Pursuant to Rule 425
Under the Securities Act of 1933 and
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Thermage, Inc.
Commission File No.: 001-33123
1 Webcast Presentation Webcast Presentation July 7, 2008 July 7, 2008 Creating a Global Leader in Creating a Global Leader in Aesthetic Devices Aesthetic Devices |
Filed by Thermage, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 and Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Thermage, Inc. Commission File No.: 001-33123 |
Additional Information and Where You Can Find It This communication may be deemed to be solicitation material in respect of the
proposed transaction between Thermage and Reliant. In connection with the transaction, Thermage will file a registration statement on
Form S-4 with the SEC containing a proxy
statement/prospectus/information statement. The proxy statement/prospectus/information statement will be mailed to the stockholders of Thermage and Reliant. Investors and
security holders of Thermage and Reliant are urged to read the proxy
statement/prospectus/information statement when it becomes available because it will contain important information about Thermage, Reliant and the proposed transaction. The
proxy statement/prospectus/information statement (when it becomes
available), and any other documents filed by Thermage with the SEC, may
be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the
documents filed with the SEC by Thermage by contacting Thermage Investor Relations by e- mail at IR@thermage.com or by telephone at (510) 259-7117. Investors
and security holders are urged to read the proxy statement/prospectus/information statement and the other relevant materials when they
become available before making any voting or investment decision with
respect to the proposed transaction. Thermage and its respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from its stockholders in favor of the proposed
transaction. Information about the directors and executive officers of Thermage and their respective interests in the proposed transaction will be available
in the proxy statement/prospectus/information statement.
|
4 Forward Looking Statements Forward Looking Statements This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding potential transaction timing, projected financial results, and anticipated cost savings, synergies and other opportunities. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from the statements contained herein, including the risks that the transaction is delayed or ultimately not consummated, and that the anticipated financial and operating benefits of the transaction are not realized, among other risks. Further information on potential risk factors that could affect Thermage's business are detailed in the Company's Form 10-Q for the quarter ended March 31, 2008, and additional risk factors relating to the proposed transaction discussed in this presentation will be presented in future public filings. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Thermage undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events. |
5 Creating a Global Leader Creating a Global Leader Strategic Rationale Financial Rationale Combines two of the most differentiated and valued brands in aesthetic devices Highly complementary product offering Targeting the highest growth market sectors Strong economies of scale Significant cross-selling opportunities Track record of innovation Creates one of the largest sales forces in aesthetic devices Enhanced resources to target international sales Unique recurring revenue financial model Significant cost synergy opportunities benefiting from proximity of headquarters Anticipated cash flow generation of over $15 million in 2009 Expected to be accretive to GAAP EPS in 2009 |
6 Significant Synergy Opportunity Significant Synergy Opportunity EPS Accretive in 2009* Over $14 million in projected annual costs savings achieved in 12 months Significant efficiencies created in SG&A and manufacturing Leverage combined purchasing power Consolidate administrative activities and close proximity of headquarters Projected revenue opportunities Cross-selling Enhanced consumable opportunities Potential for product bundling * As compared to First Call 2009 consensus GAAP EPS of $0.26 as of July 3, 2008 |
7 Combining Two of the Most Differentiated Combining Two of the Most Differentiated & Valued Brands in Aesthetic Devices & Valued Brands in Aesthetic Devices Leader in skin tightening Recent introduction of cellulite reduction Over 500,000 procedures performed since commercialization in November 2002 Broad Distribution: Over 80 countries OUS revenue of almost 50% Industrys leading disposables business model Unique IP-protected technology Thermage Leader in skin resurfacing and rejuvenation Pioneer of fractional resurfacing in 2004 Strong momentum in new product placements Broad distribution: Over 60 countries OUS revenue of almost 38% Reliant NewCo Creates one of the largest Aesthetic device companies in the industry Strong balance between recurring revenue and new product placement Highly differentiated technologies Large installed base of approximately 4,000 systems Track record of innovation |
8 Targeting the Highest Growth Markets Targeting the Highest Growth Markets CAGR for U.S. Procedures & Device Sales (2007-2011) 33% 14% 26% 11% 23% 16% 19% 34% 17% 11% 18% 12% 0% 5% 10% 15% 20% 25% 30% 35% 40% Skin Tightening Skin Rejuvenation Skin Resurfacing Cellulite Reduction Hair Removal Acne Reduction No. of Procedures Device Sales ($MM) Source: Millennium Research Group 2007 report. Initial Target Markets |
9 Installed Base Over 1,500 Installed Base Over 2,500 Cross Selling Opportunities Cross Selling Opportunities Cross-Branding Opportunities Strong Combination Therapy One Stop Shopping For Physicians Potential to Bundle Technology |
10 Creating One of the Largest Sales Creating One of the Largest Sales Forces in Aesthetic Devices Forces in Aesthetic Devices Largest Bifurcated U.S. Sales Force Focused on Disposables Focused on Generators |
11 Consumable Revenue Consumable Revenue 2007 Consumable Revenue Per Installed Instrument Dedicated sales force focused on consumables Proven cooperative marketing campaigns with physicians Enhanced resources to increase visibility with physicians and patients $20,300 $13,700 $- $5,000 $10,000 $15,000 $20,000 $25,000 Thermage Reliant |
12 Creating a Strong Sustainable Business Creating a Strong Sustainable Business 2007 Revenue Streams 68% 26% 6% 20% 72% 8% 42% 51% 7% 0% 20% 40% 60% 80% 100% Thermage Reliant NewCo Tips Systems Other |
13 4/26/06 Eyes by Thermage Track Record of Innovation Track Record of Innovation 10/26/06 2/1/07 ThermaCool®NXT Tummy by Thermage 2/2/07 Hands by Thermage 6/26/07 Lips by Thermage 8/2/07 ThermaTip STC 10/1/07 ThermaTip DC and Body Shape procedure 2/1/08 ThermaTip CL (Cellulite) 8/14/06 Fraxel® SR1500 Laser 2/2/07 Roller tips 2/2/07 2 Generation Optical Tracking 6/4/07 Fraxel Re:Fine Laser System 9/7/07 Fraxel Skin Ecology System 1/31/08 Re:Pair Laser Q1 2007 Q4 Q3 Q4 Q3 Q2 Q1 Q2 Q1 2008 2006 Q1 2007 Q4 Q3 Q4 Q3 Q2 Q1 Q2 Q1 2008 2006 Fraxel nd |
14 Financial Overview Financial Overview Jack Glenn Chief Financial Officer |
15 Transaction Overview Transaction Overview Purchase Consideration 23.6 million shares and $25 million in cash, plus the assumption of $7.0 million of net debt, for an approximate total consideration of $95 million, based upon the closing price of Thermage common stock on July 3, 2008 Pro Forma Ownership (treasury stock method) Thermage: 51.1% Reliant: 48.9% Board/Management Chairman & CEO: Steve Fanning CFO: Jack Glenn Thermage: Six Directors Reliant: Three Directors Approvals Transaction is subject to approval of Thermage stockholders, of which certain stockholders holding 33%of the shares outstanding have agreed to vote in favor of the transaction Reliant stockholders have already approved the transaction by written consent Additional customary conditions to closing Anticipated Timing To Closing Fourth Quarter of 2008 |
16 Combined Financial Strength Combined Financial Strength Thermage 2007 Revenue $63.1 Reliant 2007 Revenue $70.5 Combined Company 2007 Revenue $133.6 Shares Outstanding 48 mil. |
17 International Sales International Sales 62% 38% United States Rest of World 52% 22% 16% 10% United States Asia Pacific Europe & Middle East Rest of World Expansion of international distribution for Reliant products Greater leverage with distributors |
18 $63 $71 $102 $124 $124 $134 $141 $149 $0 $20 $40 $60 $80 $100 $120 $140 $160 THRM Reliant CUTR PMTI CYNO NewCo ELOS CLZR Creating Strong Economies of Scale Creating Strong Economies of Scale Source: Wall Street Research, and company (Thermage and Reliant) management. Strong Economies of Scale Greater Liquidity Enhanced Cash Flow Greater Resources to Drive R&D Better Negotiating Leverage With Suppliers and Distributors 2007 Revenue |
19 Creating a Global Leader Creating a Global Leader Strategic Rationale Financial Rationale Combines two of the most differentiated and valued brands in Aesthetics Highly complementary product offering Targeting the highest growth market sectors Strong economies of scale Significant cross-selling opportunities Track record of innovation Creates one of the largest sales forces in Aesthetics Enhanced resources to target international sales Unique recurring revenue financial model Significant cost synergy opportunities benefiting from proximity of headquarters Anticipated cash flow generation of over $15 million in 2009 Expected to be accretive to GAAP EPS in 2009 |