The HydraFacial Company entered into a non-binding letter of intent to acquire Vesper Healthcare Acquisition Corp. (NasdaqCM:VSPR) from a group of shareholders for $1.1 billion in a reverse merger transaction on October 29, 2020. The HydraFacial Company entered into an agreement and plan of merger to acquire Vesper Healthcare Acquisition Corp. (NasdaqCM:VSPR) in a reverse merger transaction on December 8, 2020. Pursuant to the merger agreement, the aggregate merger consideration payable to the stockholders of HydraFacial will be paid in a combination of stock and cash equal to $975 million, subject to adjustments for HydraFacial's net indebtedness as of the Closing, transaction expenses, and net working capital relative to a target. The cash consideration will be an amount equal to Vesper's cash and cash equivalents as of the Closing (including proceeds in connection with the Private Placement and the funds in the Company's trust account), minus HydraFacial's outstanding indebtedness at the closing, minus transaction expenses of HydraFacial and Vesper, minus $100 million. However, cash consideration, together with certain contractual fee payments, will be subject to a maximum of 60% of the aggregate merger consideration. The remainder of the merger consideration will be paid in a number of shares of newly issued Class A common stock of the Company valued at $10 per share. In addition, Vesper will pay off, or cause to be paid off, on behalf of HydraFacial and in connection with the Closing, HydraFacial's outstanding indebtedness under its existing credit facilities. In addition to the consideration to be paid at the closing of the transactions contemplated by the merger agreement, the stockholders of HydraFacial may be entitled to receive contingent consideration from the Company of up to $75 million, payable in shares of Vesper Common Stock, based upon revenues of certain identified acquisition targets if such acquisitions are consummated within one year of the Closing.

On December 8, 2020 Vesper entered into subscription agreements with certain investors, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 35 million shares of Vesper Common Stock in a private placement for $10 per share. HydraFacial is owned by Linden Capital Partners and DW Healthcare Partners and upon closing, Linden Capital Partners, will remain the resulting issuer's largest shareholder. Vesper Healthcare and DW Healthcare will each retain an equity stake in the combined company. Upon closing, HydraFacial will become a public company.

Upon the closing of the proposed transaction, HydraFacial's senior management will continue to serve in their current roles. Clint Carnell will serve as Chief Executive Officer and Director, Liyuan Woo will serve as Chief Financial Officer, Brenton L. Saunders will serve as Executive Chairman, Manisha Narasimhan will serve as Chief Strategy Officer and Dan Watson will serve Executive Vice President of Americas Sales. In addition, Michael D. Capellas, Julius Few, Michelle Kerrick, Brian Miller and Doug Schillinger will serve as Directors.

The closing of the transaction is subject to customary conditions, including any applicable regulatory approvals. The other closing conditions are (i) approval of the transaction by Vesper's stockholders, (ii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the approval for listing on the Nasdaq Capital Market of the shares of Company Common Stock to be issued pursuant to the Mergers and the Private Placement, (iv) the availability of at least an aggregate of $390 million in cash at the Closing, including funds from the Company's trust account and proceeds from the Private Placement (v) Vesper having at least $5,000,001 of net tangible assets following the exercise of redemption rights by the holders of Company Common Stock in accordance with the Company's organizational documents and Completion of Audit. The Board of Directors of Vesper and HydraFacial unanimously approved the merger. As of January 13, 2021, FTC granted the early termination notice. The transaction is expected to close in the first half of 2021. As of April 29, 2021, Vesper Healthcare stockholders approved the transaction.

Goldman Sachs & Co. LLC is serving as an exclusive financial advisor and private placement agent and Andrew R. Brownstein, Igor Kirman and DongJu Song of Wachtell, Lipton, Rosen & Katz acted as legal advisors for Vesper. Jefferies LLC is serving as Lead Financial Advisor, Piper Sandler is serving as Financial Advisor and Maggie Flores, Robert Wilson, Monica Shilling, Robert Hayward, Abbey Raish and Kevin Coenen of Kirkland & Ellis LLP acted as legal advisors for HydraFacial. Innisfree M&A Inc. acted as the proxy solicitor to Vesper in the transaction and will receive a fee of $20,000. Francis Wolf and Celeste Gonzalez of Continental Stock Transfer & Trust Company acted as the transfer agent to Vesper. Vesper has agreed to pay Goldman Sachs a fee of $10 million, all of which is contingent upon consummation of the transaction.