BIOLASE, Inc.

Company Profile

Founded in 1984 and based in Foothill Ranch, California, BIOLASE develops, manufactures, markets and sells laser systems for dentists in the United States and internationally. The Company’s proprietary laser systems support a wide range of minimally invasive dental procedures through BIOLASE’s all-tissue and soft-tissue-focused product lines. Since its founding, the Company has sold over 47,700 lasers in 80+ countries around the world and is the recognized leader in the industry.

Situation

SSG was retained in August 2024 as BIOLASE’s investment banker to advise on strategic alternatives, including a sale of the business. In order to preserve liquidity and maintain operations, BIOLASE elected to file for protection under Chapter 11 of the U.S. Bankruptcy Code on October 1, 2024. Prior to the filing, SSG conducted an expedited marketing process that targeted a broad universe of potential investors. A Stalking Horse buyer emerged after extensive diligence coordination and negotiations, and the Court approved the Stalking Horse Bid from Sonendo, Inc. of $14.0 million, plus the assumption of certain operating liabilities, in conjunction with the bid procedures.

Solution

SSG commenced a comprehensive, post-petition marketing process to solicit competing offers to the Stalking Horse Bid, and field additional offers for the Company’s remaining assets. A qualified overbid was received from MegaGen. An auction was held on November 4, 2024, and produced multiple rounds of bidding, which increased the Stalking Horse Bid by over 40%. The final bid from MegaGen was deemed to be the highest and best offer, at a gross purchase price of $20.05 million in cash, plus the assumption of certain operating liabilities.

SSG’s special situations expertise, experience running expedited processes to potential buyers worldwide and knowledge of the medical device industry generated a competitive auction environment that maximized stakeholder value and preserved the business as a going concern.