Kevin Cameron, Taylor Harris, Nick Lewin and
Keith Sullivan to Join the Cutera Board Following the June 9
Special Meeting
Pura Vida and RTW to Vote Against Removal of
Directors at the Special Meeting and Support the Company’s Slate of
Director Nominees at the 2023 Annual Meeting
CUTERA, INC. (“Cutera” or the “Company”) (Nasdaq: CUTR), a
leading provider of aesthetic and dermatology solutions, today
announced that it has entered into cooperation agreements (the
“Agreements”) with two of its largest stockholders, Pura Vida
Investments, LLC (“Pura Vida”) and RTW Investments, LP (“RTW”),
which collectively own more than 15% of the Company’s outstanding
shares. Pursuant to the Agreements, the Company will appoint Kevin
J. Cameron, Taylor C. Harris, Nicholas S. Lewin and Keith J.
Sullivan (the “New Independent Directors”) to the Board of
Directors (the “Board”) following the Special Meeting of
Stockholders (the “Special Meeting”) to be held on June 9, 2023.
Mr. Harris will also serve as a special advisor and consultant to
the Company.
The New Independent Directors and three incumbent directors,
Janet D. Widmann, Sheila A. Hopkins, and Juliane T. Park (the
“Board Slate”), will be nominated for election to the Board at the
Company’s 2023 Annual Meeting of Stockholders (the “Annual
Meeting”). The Company anticipates that its new permanent CEO, when
identified and hired, will also join the Board.
In connection with the agreement, Pura Vida and RTW have agreed
to vote against the removal of directors at the upcoming Special
Meeting and to support the Board Slate at the Annual Meeting.
Janet D. Widmann, Chair of the Cutera Board of Directors, said,
“As Cutera evolves, ensuring that our Board has the skills and
expertise to oversee the strategy and execution of the business is
paramount. We appreciate the time and input of our stockholders,
including Pura Vida and RTW, as we reconstitute the Board to ensure
diverse perspectives and relevant experience are present on the
Board. We look forward to welcoming the new directors to our
Board.”
Efrem Kamen, Co-Founder and Managing Partner of Pura Vida,
commented, “As long-term investors, we recognize and appreciate the
Special Committee’s efforts to work on behalf of, and protect the
interests of, all stockholders. While inconceivable that Cutera was
put in this situation, we believe today’s announcement best
positions the Company for long-term success. We are pleased with
the anticipated appointments of Kevin, Taylor, Nick and Keith and
believe they will further advance the Company’s efforts to build
long-term value for stockholders.”
“The Company has benefited enormously from the contributions of
Greg Barrett and Tim O’Shea, and we thank them for their years of
dedicated service to Cutera and our stockholders,” concluded Ms.
Widmann. “These excellent directors never lost focus on the
importance of the work we do as a Board or the goal of enhancing
stockholder value.”
The Agreement includes customary standstill and related
provisions. The full agreements between Cutera and Pura Vida and
RTW will be filed on a Form 8-K with the Securities and Exchange
Commission.
The Company continues to seek ways to resolve its ongoing
dispute with J. Daniel Plants and David H. Mowry and is in active
discussions with Mr. Mowry toward that end.
About Kevin J. Cameron
Mr. Cameron currently serves as Chairman and Co-Founder of
Ionetix Corporation, a privately held company that develops and
operates cyclotrons for the production and distribution of
radioisotopes used for diagnostic and therapeutic
radiopharmaceuticals. Mr. Cameron is also the Executive Chairman
(and previously served as President) of Glass, Lewis & Co., a
leading provider of corporate governance services to institutional
investors. Prior to that, Mr. Cameron was General Counsel at Moxi
Digital and NorthPoint Communications (NASD: NPNT). Mr. Cameron
currently serves as a board member of Pylum Biosciences, a private
biotechnology company. He previously was on the Board of Knight
Therapeutics (TSE: GUD), Keryx Biopharmaceuticals (NASD: KERX),
AvidBiotics, Reddy Ice (NYSE: FRZ), ECOtality (NASD: ECTY), and
ProCure Treatment Centers. Mr. Cameron earned a J.D. from the
University of Chicago and a B.A. from McGill University.
About Taylor C. Harris
Mr. Harris served as the Chief Financial Officer for MyoKardia,
Inc., from April 2018 until that company's acquisition by Bristol
Myers Squibb in November 2020. Prior to that, Mr. Harris served as
Senior Vice President and Chief Financial Officer of Zeltiq
Aesthetics, Inc., until that company’s acquisition by Allergan plc.
He also served as Vice President and Chief Financial Officer at
Thoratec Corporation, which was eventually acquired by St. Jude
Medical, Inc and worked at JPMorgan Chase & Co. for over a
decade in several capacities, including as a Vice President in the
firm’s Healthcare Investment Banking and Equity Research
departments. Mr. Harris currently serves on the board of PROCEPT
BioRobotics (NASDAQ: PRCT), Omada Health and Endologix. He
previously served on the board of HealthCor Catalio Acquisition
Corp. Mr. Harris holds a B.A. from the University of North Carolina
at Chapel Hill.
About Nicholas S. Lewin
Mr. Lewin has been a Managing Partner at Crown Predator
Holdings, an investment firm that invests in growth-stage companies
and special situations, and a private investor since 2000. He has
invested across multiple industries, with a particular focus on
companies with innovative technologies and strong intellectual
property. Mr. Lewin currently serves on the Board of two publicly
traded companies, including Establishment Labs (NASDAQ: ESTA), a
$1.8 billion market cap global, high-tech medical device and
aesthetics company, and FaZe Holdings (NASDAQ: FAZE), a lifestyle
and media platform. He was appointed to Chairman of Establishment
Labs in 2017 and previously provided consulting services to the
Company. Mr. Lewin is also on the Board of Halo Maritime Defense
Systems and previously served as a director as Dura Medic from 2006
to 2018. Mr. Lewin earned a B.A. from Johns Hopkins University.
About Keith J. Sullivan
Keith Sullivan currently serves as President and Chief Executive
Officer of Neuronetics (NASDAQ: STIM), a publicly traded $63
million market cap company that develops non-invasive treatments
for psychiatric disorders. Previously, he was Chief Commercial
Officer and President (North America) of ZELTIQ Aesthetics, Inc.
until the acquisition of ZELTIQ by Allergan, Inc. in April 2017.
Mr. Sullivan held various other roles at ZELTIQ, including Senior
Vice President, Senior Vice President of Worldwide Sales and
Marketing and Senior Vice President of Global Operation. Mr.
Sullivan has also previously held leadership positions with Medicis
Pharmaceuticals, Reliant Technologies, Medtronic (NYSE: MDT),
Vision Quest Laser Center and Coherent Medical. He currently serves
on the Board of Neuronetics (NASDAQ: STIM), Sientra, Inc. (NASDAQ:
SIEN) and Venus Concept (NASDAQ: VERO). He earned a B.A. from the
College of William and Mary where he currently serves as a Clinical
Professor, a role he’s held since 2017.
About Cutera, Inc.
Brisbane, California-based Cutera is a leading provider of
aesthetic and dermatology solutions for practitioners worldwide.
Since 1998, Cutera has been developing innovative, easy-to-use
products that harness the power of science and nature to enable
medical practitioners to offer safe and effective treatments to
their patients. For more information, call +1-415-657-5500 or
1-888-4CUTERA or visit www.cutera.com.
Additional Information and Where to Find It
Cutera, Inc. (the “Company” or “Cutera”) has filed a preliminary
proxy statement on Schedule 14A, an accompanying preliminary white
proxy card and other relevant documents with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies from the Company’s stockholders for the Company’s
upcoming special meeting of stockholders. STOCKHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),
AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and stockholders may obtain a copy
of any definitive proxy statement of the Company, an accompanying
white proxy card, any amendments or supplements thereto and other
documents filed by the Company with the SEC when they become
available at no charge at the SEC’s website at www.sec.gov. Copies
will also be available at no charge in the “SEC Filings” subsection
of the Company’s Investor Relations website at http://ir.cutera.com
or by contacting the Company’s Investor Relations Department at
IR@cutera.com, as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the
SEC.
Participants in the Solicitation
The Company and certain of its directors and executive officers
will be participants in the solicitation of proxies from the
Company’s stockholders in connection with matters to be considered
at the Company’s special meeting of stockholders. Information
regarding the direct and indirect interests, by security holdings
or otherwise, of the Company’s directors and executive officers is
included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022, filed with the SEC on April 7, 2023, as
amended, and in the Company’s Current Reports on Form 8-K filed
with the SEC from time to time. Changes to the direct or indirect
interests of the Company’s directors and executive officers are set
forth in SEC filings on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4. These
documents are available free of charge as described above. Updated
information regarding the identities of potential participants and
their direct or indirect interests, by security holdings or
otherwise, in the Company will be set forth in the definitive proxy
statement for the Company’s special meeting of stockholders and
other relevant documents to be filed with the SEC, if and when they
become available.
Forward Looking Statements
Statements contained in this communication which are not
historical facts, such as those relating to future events, are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company undertakes no
duty to publicly update or revise such forward-looking information,
whether as a result of new information, future events, or
otherwise. Investors should consult further disclosures and risk
factors included in our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, the Registration
Statement on Form S-8 and other documents filed from time to time
with the SEC by the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230509006224/en/
Greg Barker VP, Corporate FP&A 415-657-5500
IR@cutera.com
Nick Lamplough / Rachel Goldman Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
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