LENSAR acquired by Alcon: fairness opinion by Wells Fargo Securities
Deal terms
CVR: One non-transferable contingent value right per share, with milestone payment of $2.75 per CVR; WFS valued the CVR at $2.03 present value (discounted at 12.375% to February 28, 2025)
$14.00 in cash plus one CVR per share of LENSAR Common Stock; implied 'Discounted Consideration Amount' of $16.03 per share
Implied value per share by method vs. $14.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Wells Fargo Securities to the target board
Discounted cash flow assumptions
Valued as of February 28, 2025; perpetuity growth rates provided by and approved for WFS's use by LENSAR management. Implied values reflect LENSAR net debt as of February 28, 2025 and the Black Scholes Value of outstanding warrants.
Selected public companies (9)
Alphatec Holdings, Inc. · Establishment Labs Holdings, Inc. · RxSight, Inc. · STAAR Surgical Company · Butterfly Networks, Inc. [Class A] · SI-BONE, Inc. · OrthoPediatrics Corp. · NeuroPace, Inc. · Pulmonx Corp.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2025E Revenue | 2.6x | 2.8x | 6.3x | 4.0x–5.3x | — |
| EV / 2026E Revenue | 2.1x | 2.4x | 5.0x | 3.0x–4.0x | — |
| Combined selected public companies analysis (EV/2025E and EV/2026E Revenue) | — | — | — | — | $12.27–$16.51 |
Selected precedent transactions (15)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-01 | Paragon 28, Inc. | Zimmer Biomet Holdings, Inc. | — |
| 2024-06 | Silk Road Medical, Inc. | Boston Scientific Corp. | — |
| 2021-03 | Lumenis' Surgical Business | Boston Scientific Corp. | — |
| 2021-01 | Byte | Dentsply Sirona Inc. | — |
| 2020-12 | ACell, Inc. | Integra LifeSciences Holdings Corp. | — |
| 2019-08 | Avedro, Inc. | Glaukos Corp. | — |
| 2019-05 | Acelity Inc. | 3M | — |
| 2019-03 | Osiris Therapeutics, Inc. | Smith & Nephew plc | — |
| 2018-10 | Cianna Medical, Inc. | Merit Medical Systems, Inc. | — |
| 2018-09 | Invuity, Inc. | Stryker Corp. | — |
| 2018-08 | K2M Group Holdings, Inc. | Stryker Corp. | — |
| 2017-10 | JOTEC AG | CryoLife, Inc. | — |
| 2017-04 | Syneron Candela | Apax Partners | — |
| 2017-02 | Cynosure, Inc. | Hologic, Inc. | — |
| 2017-02 | Zeltiq Aesthetics, Inc. | Allergan plc | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| TV / LTM Revenue | 4.4x | 4.9x | 5.9x | 4.5x–6.0x | — |
| TV / NTM Revenue | 3.8x | 4.5x | 5.3x | 4.0x–5.5x | — |
| Combined selected precedent transactions analysis (LTM and NTM Revenue) | — | — | — | — | $10.53–$18.30 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Selected Premiums Paid Analysis (informational only) | Reviewed all-cash acquisitions of U.S. public targets with transaction values under $1 billion announced since 2015 through December 31, 2024; applied premium range of 18% to 56% (25th and 75th percentiles of one-day premiums) to LENSAR's March 21, 2025 closing price. | $17.49–$23.12 |
| Historical Trading Prices (informational only) | 52-week intraday trading range of LENSAR Common Stock through March 21, 2025 of $2.67 to $17.31. | $2.67–$17.31 |
| Equity Research Price Targets (informational only) | Reviewed undiscounted 12-month price targets from two equity research analysts published in February 2025, ranging from $15.00 to $16.00 per share. | $15.00–$16.00 |
Fee currently estimated to be $7.5 million, of which $1.5 million became payable upon delivery of the opinion and the remainder contingent upon consummation of the Merger; expense reimbursement and indemnification also provided.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $79.0M | $102M | $155M | $190M | — | — |
| Revenue growth | 47.7% | 29.1% | 52.0% | 22.6% | — | |
| EBITDA | $4.0M | $15.0M | $30.0M | $45.0M | $61.0M | 97.6% |
| EBITDA growth | — | 275.0% | 100.0% | 50.0% | 35.6% | |
| EBITDA margin | 5% | 15% | 19% | 24% | — | |
| Implied EV / EBITDA | 89.0x | 23.7x | 11.9x | 7.9x | 5.8x |
Year-1 growth is against LTM at announcement ($53.5M revenue, $-0.3M EBITDA); later years are year over year.
LENSAR management prepared two sets of unaudited projections: the LENSAR Buyer-Case Projections (February 2025, FY2025E-2029E, assuming a third-party acquirer funds R&D) showing revenue of $79M in 2025E growing to $190M in 2029E with EBITDA of $4M to $61M; and the March LENSAR Projections (standalone, March 2025 through December 2029, assuming higher R&D and two capital raises) showing revenue of $70M for the ten months ending December 31, 2025 ($79M full-year 2025E) growing to $188M in 2029E, EBITDA of $4M growing to $40M, unlevered net income of $1M to $21M, and unlevered free cash flow of $11M to $35M. The March LENSAR Projections were approved by the Board on March 12, 2025 and were the projections used and relied upon by WFS in its financial analyses and opinion, together with management estimates of NOL-based Estimated Tax Savings, Projected Equity Raises, and CVR Period Milestone Procedures.
Process notes
Other Medical Devices and Supplies fairness opinions
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- ZimVie / ARCHIMED 2025 · 10.8x EV/EBITDA
- Nevro / Globus Medical 2025
- Inari Medical / Stryker 2025
- Integer / KKR 2026 · 14.6x EV/EBITDA
- Sanara MedTech / MiMedx Group 2026 · 20.6x EV/EBITDA
All Medical Devices and Supplies opinions → · Wells Fargo Securities opinions