BriteSmile Agrees to Sell Its Associated Center Business to Discus Dental, Inc.
03 January 2006 - 11:00PM
PR Newswire (US)
WALNUT CREEK, Calif., Jan. 3 /PRNewswire-FirstCall/ -- BriteSmile,
Inc. (NASDAQ:BSML), a leading international provider of
state-of-the-art teeth-whitening systems, today announced that it
has entered into an Asset Purchase Agreement with Discus Dental,
Inc., a California corporation, in which Discus Dental has agreed
to purchase that part of BriteSmile's business consisting of
offering teeth-whitening procedures and products through existing
independent dental offices known as BriteSmile Professional Teeth
Whitening Associated Centers -- its Associated Center Business.
Through the Associated Center Business, teeth whitening procedures
are performed by independent dentists using BriteSmile's whitening
technology in more than 5,000 Associated Centers located in the
United States and in more than 75 countries worldwide. The sale
will also include substantially all of BriteSmile's intellectual
property, consisting of patents, patent applications, trademarks
and copyrights. Discus Dental has agreed to pay $35,000,000 for the
Associated Centers Business and intellectual property and will
assume certain operating liabilities of the Company relating to the
Associated Center Business. BriteSmile presently intends to use the
sale proceeds to reduce debt, to operate or sell its Spa Centers
Business, and to continue to prosecute legal claims related to
enforcement of certain proprietary teeth-whitening rights. The
closing of the sale of the Associated Center Business to Discus
Dental is targeted for February 2006 and is conditioned on a
customary financing contingency, dismissal of litigation
proceedings pending between BriteSmile, its affiliates, and Discus
Dental, and approval of the transaction by BriteSmile shareholders.
Shareholders who control a majority of the voting power of the
Company necessary to approve the Associated Center sale have
already signed resolutions approving the transaction, to be
effective 20 days after BriteSmile mails to all of its shareholders
an Information Statement describing the transaction in detail.
Following the close of the sale, Discus Dental will manufacture,
market and distribute BriteSmile whitening products and accessory
products to BriteSmile Associated Centers and provide ongoing
support for the BriteSmile Associated Centers. Discus Dental will
not be acquiring BriteSmile's current Spa Centers Business,
consisting of its Professional Teeth Whitening Centers currently
operating in 15 cities throughout the United States. Previously,
BriteSmile announced that it had signed a binding Letter of Intent
with Dental Spas LLC, of Fairfield, Iowa, pursuant to which Dental
Spas would acquire the Spa Centers Business, including the right to
operate BriteSmile branded centers worldwide. Negotiations continue
towards a definitive sale agreement between BriteSmile and Dental
Spas for the Spa Centers Business. BriteSmile has developed and
markets the most advanced teeth whitening technology available, as
well as manages state-of-the-art BriteSmile Professional Teeth
Whitening Centers. BriteSmile Spa Centers are currently operating
in Beverly Hills, Irvine, Palo Alto, Walnut Creek, San Francisco
and La Jolla, CA; Houston, TX; Denver, CO; Boston, MA; McLean, VA;
Atlanta, GA; New York, NY; Chicago and Schaumburg, IL; and,
Phoenix, AZ. In addition to BriteSmile Spa Centers, the Company has
established more than 5,000 Associated Centers. Of the BriteSmile
Associated Centers, more than 2,000 are located outside of the
United States, in more than 75 countries. For more information
about BriteSmile's procedures, call 1-800-BRITESMILE or visit the
Company's Website at http://www.britesmile.com/. This release,
other than historical information, consists of forward- looking
statements that involve risks and uncertainties. Readers are
referred to the documents filed by BriteSmile with the Securities
and Exchange Commission, specifically the Company's most recent
reports on Forms 10-K and 10-Q, that identify important risk
factors which could cause actual results to differ from those
contained in the forward-looking statements. BriteSmile and its
affiliates disclaim any intent or obligation to update these
forward- looking statements. DATASOURCE: BriteSmile, Inc. CONTACT:
INVESTORS - Kenneth A. Czaja, CFO, +1-925-941-6260, MEDIA - Chris
Edwards, +1-925-279-2926, both of BriteSmile, Inc. Web site:
http://www.britesmile.com/
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