Therma Bright Inc. (TSXV:THRM) entered into a non-binding letter of intent to acquire ClearTouch nail phototherapy device and no!no! skin phototherapy device from ICTV Brands Inc. (OTCPK:ICTV) for $2.25 million on November 2, 2017. The assets include a consumer medical device for acne and other cosmetic applications that encompass both heat and light therapy. As part of consideration, $0.75 million in cash payment is payable at closing and $1.5 million payable in royalties over 3 years. Therma Bright entered into a definitive assets purchase agreement to acquire two medical device products for $0.75 million on March 2, 2018. Therma Bright intends to finance the initial purchase price through debt, equity or a combination thereof. As per the merger document on March 6, 2018 Therma Bright will pay consideration of purchase price of $2.25 million which includes $.075 million in cash and $1.5 million in three installment of $0.5 million on or before December 31, 20178, December 31, 2019 and on December 31, 2020. Therma Bright also has the right to prepay the purchase price in full on or before June 30, 2019 and receive a $0.2 million reduction of the purchase price. Therma is currently reviewing its options to finance the acquisition through bank debt, a debenture offering, a common share unit offering or some combination. On March 6, 2018 in related transaction ICTV entered into a sales representative agreement with Therma Bright, whereby ICTV will provide sales, promotion and marketing, and after-sale services for the acquired assets and also entered into patent and trademark pledge agreement.
ClearTouch nail phototherapy device and no!no! skin phototherapy device have generated approximately $3 million of revenue and approximately $1.8 of free cash flow in 2016. The transaction is conditional upon the execution of a definitive share purchase agreement and completion due diligence by December 31, 2017. As on December 12, 2017, the due diligence investigation date has been extended to January 15, 2018. On January 30, 2018, The Therma Corporation completed due diligence. The transaction is expected to close on January 31, 2018. On December 12, 2017, expected closing date has been extended to February 15, 2018. As on January 30, 2018, the deal is expected to close on February 28, 2018. The acquisition will be immediately accretive to Therma upon closing. The transaction is subject to regulatory approval and completion of a financing. As on March 6, 2018, acquisition is subject to customary closing conditions, including completion of business, accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities or agencies; the receipt of any required consents of any third parties; the receipt of an opinion from counsel to the ICTV; and financing obtained by Therma Bright and is expected to close on April 1, 2018. Tuba Yamac of BCF LLP acted as legal advisor of Therma.