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重大事件 外國發行人報告 6-K 2026-06-24

InMode 獲每股16.20美元非約束性收購要約 董事會成立特別委員會評估

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InMode 收到非約束性收購要約,每股作價 16.20 美元 💼 申報類型:6-K(外國私人發行人報告,附 Exhibit 99.1 新聞稿) InMode Ltd.(納斯達克:INMD)於 2026 年 6 月 24 日公布,其董事會於 6 月 17 日收到一份來自 M.N. Business Strategy, Ltd.(「MN Business Strategy」)的非約束性收購建議。該集團包括公司聯合創辦人兼行政總裁 Moshe Mizrahy 及其他關聯方,擬透過合併方式以每股 16.20 美元現金收購其尚未持有的全部已發行普通股。 要約價較近期股價有一定溢價,但最終能否成事仍屬未知。董事會已批准成立一個由獨立董事組成的特別委員會,負責評估該建議,並將在顧問協助下,根據受信責任及公司與全體股東的最佳利益作出判斷。 公司管理層強調,目前無法保證該評估最終會促成交易或其他戰略成果,亦無法預測任何潛在條款或時間表。InMode 表示不會就特別委員會的進程作進一步評論,除非法律或監管要求另行披露。 對投資者的潛在影響:若交易落實,股東可獲取每股 16.20 美元的現金對價,短期內可能帶動股價向要約價靠攏。然而,要約方包括 CEO 本人,存在利益衝突風險;加上非約束性性質及可能出現其他競購者或替代方案,令最終結果存在重大不確定性。股東應密切關注後續特別委員會的決定及任何修訂要約。
展開英文正文
EX-99.1
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exhibit_99-1.htm
EXHIBIT 99.1

 
 
 
 

 
 
 
 

 

 Exhibit 99.1
 

 
 

 InMode Confirms Receipt of Unsolicited Proposal

  

 YOKNEAM, Israel – June 24, 2026 – InMode Ltd. (Nasdaq: INMD) (the "Company") today announced that, on June 17, 2026, its Board of Directors (the "Board") received an unsolicited  proposal from M.N. Business Strategy,
 Ltd. ("MN Business Strategy") to acquire through a merger all of the outstanding ordinary shares of the Company not already owned by MN Business Strategy and its affiliates for $16.20 per share in cash (the "Proposal").  MN Business Strategy is a
 group that includes, among others, Moshe Mizrahy, the Company's co-founder and Chief Executive Officer.

  

 The Board has approved formation of a special committee comprised solely of independent directors to evaluate the Proposal.  The special committee will, in consultation with its advisors, evaluate the Proposal in
 accordance with its fiduciary duties and the best interests of the Company and all of its shareholders.  There can be no assurance as to whether this evaluation will result in a transaction or any other strategic outcome for the Company, or as to the
 timing or terms of any such transaction or outcome. The Company does not intend to comment further on the special committee process or provide additional updates unless and until required to do so under applicable law or regulation.

  

 About InMode Ltd.

 
 

 The Company is a leading global provider of innovative medical technologies.  The Company develops, manufactures and markets devices harnessing novel radiofrequency ("RF") technology.  The Company strives to enable new
 emerging surgical procedures as well as improve existing treatments.  The Company has leveraged its medically accepted minimally invasive RF technologies to offer a comprehensive line of products across several categories for plastic surgery,
 gynecology, dermatology, otolaryngology and ophthalmology.  For more information about the Company and its wide array of medical technologies, visit www.inmodemd.com.

  

 Forward-Looking Statements

 
 

 This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include all statements that are not historical facts.  In
 some cases, forward-looking statements can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of those terms or
 other comparable terminology.  Forward-looking statements in this press release include, but are not limited to, statements regarding the Proposal, the special committee's review and evaluation of the Proposal, the potential consummation of any
 transaction and the Company's future plans, objectives, expectations and intentions.  These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance or achievements to be
 materially different from those expressed or implied.  Such factors include, among others: uncertainties as to whether the special committee will determine that the Proposal or any alternative transaction is in the best interests of the Company and
 its shareholders; the risk that the Proposal may be withdrawn or modified; the possibility that competing offers or alternatives may or may not emerge; the risk that any transaction may not be consummated on the terms or timeline currently
 contemplated, or at all; and the other risks described in the Company's filings with the U.S. Securities and Exchange Commission.  The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information,
 future events or otherwise except as required by law.

  

 Contacts

 
 

 Miri Segal-Scharia

 MS-IR LLC

 [email protected]