On March 15, 2019, Restoration Robotics, Inc., a Delaware corporation (“Restoration Robotics” and the “Company”), Radiant Merger Sub Ltd., a direct, wholly-owned subsidiary of Restoration Robotics incorporated under the laws of Israel (“Merger Sub”), and Venus Concept Ltd., a company organized under the laws of Israel (“Venus Concept), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Venus Concept, with Venus Concept surviving as a wholly-owned subsidiary of Restoration Robotics (the “Merger”). On September 10, 2019, Restoration Robotics filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement/prospectus (the “Definitive Proxy Statement/Prospectus”) with respect to the annual meeting of Restoration Robotics’ stockholders scheduled to be held on October 4, 2019.
Following the filing of the Definitive Proxy Statement/Prospectus, a lawsuit,Bushansky v. Restoration Robotics, Inc., et al.,Case No.5:19-cv-06004 (N.D. Cal.) (the “Merger Lawsuit”), was filed by a purported stockholder of Restoration Robotics alleging, among other things, that certain disclosures included in the Definitive Proxy Statement/Prospectus omit material information with respect to the transactions contemplated by the Merger Agreement. Restoration Robotics believes that no further disclosure is required to supplement the Definitive Proxy Statement/Prospectus under applicable laws; however, to avoid the risk that the Merger Lawsuit may delay or otherwise adversely affect the consummation of the Merger and to minimize the expense of defending such actions, Restoration Robotics wishes to voluntarily make supplemental disclosures (the “Supplement”) related to the Merger, all of which are set forth below.
This Supplement should be read in conjunction with the Definitive Proxy Statement/Prospectus, which you are urged to read in its entirety. Nothing in this Supplement shall be deemed an admission of the legal necessity or materiality of the disclosures set forth herein. To the contrary, Restoration Robotics specifically denies all allegations in the complaints described above that any additional disclosure was or is required. The information contained in this Supplement is incorporated by reference into the Definitive Proxy Statement/Prospectus. To the extent that information in this Supplement differs from or updates information contained in the Definitive Proxy Statement/Prospectus, the information in this Supplement shall supersede or supplement the information in the Definitive Proxy Statement/Prospectus. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement/Prospectus.
| | 1. | The section of the Definitive Proxy Statement/Prospectus titled “The Merger—Opinion of Restoration Robotics Financial Advisor—General” |
The entirety of the third paragraph of the section of the Definitive Proxy Statement/Prospectus titled “The Merger—Opinion of Restoration Robotics Financial Advisor—General” on page 112 of the Definitive Proxy Statement/Prospectus is hereby amended and restated as follows:
SVB Leerink LLC is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. In the past two years, SVB Leerink provided certain investment banking services to Venus Conceptin connection with a contemplated transaction by Venus Concept that was not consummated.SVB Leerink did not receive any compensation from Venus Concept for such servicesnor did SVB Leerink enter into any written agreement with respect to the provision of such services. Except with respect to the Transaction, in the past two years, SVB Leerink has not been engaged to provide financial advisory or other services to Restoration Robotics, and, except as described below, has not received any compensation from Restoration Robotics during such period. In the ordinary course of business, SVB Leerink and its affiliates may, in the future, provide commercial and investment banking services to Restoration Robotics, Venus Concept or their respective affiliates and would expect to receive customary fees for the rendering of such services. In the ordinary course of their trading and brokerage activities, SVB Leerink or its affiliates have in the past and may in the future hold positions, for their own account or the accounts of their customers, in equity, debt or other securities of Venus Concept, Restoration Robotics or their respective affiliates. Consistent with applicable legal and regulatory requirements, SVB Leerink has adopted policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, SVB Leerink’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to Restoration Robotics and the
