SSG Advises BIOLASE, Inc. in the Sale of Substantially All Assets to MegaGen Implant Co., Ltd.

SSG Capital Advisors, LLC (“SSG”) served as the investment banker to BIOLASE, Inc. (“BIOLASE” or the “Company”) in the sale of substantially all assets to MegaGen Implant Co., Ltd. (“MegaGen”). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in November 2024.

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.

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.

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.

MegaGen is a global leader in dental implant solutions, renowned for its innovative technology and commitment to advancing oral health care. Headquartered in South Korea, MegaGen provides cutting-edge products and services to dental professionals worldwide, enhancing patient outcomes through superior quality and precision.

Other professionals who worked on the transaction include:

Joshua D. Morse, Allison M. Leopold Tilley, Dania Slim, Claire K. Wu, Caroline Tart and Jon Schreiber of Pillsbury Winthrop Shaw Pittman LLP, co-counsel to BIOLASE, Inc.;
M. Blake Cleary, Brett M. Haywood, Maria Kotsiras, Shannon Forshay and Sarah Gladieux of Potter Anderson & Corroon LLP, co-counsel to BIOLASE, Inc.;
J. Michael Issa and Wen Tan of B. Riley Advisory Services, financial advisor to BIOLASE, Inc.;
Rafael X. Zahralddin, Minyao Wang, Ryan P. Kennedy, and Scott Lee of Lewis Brisbois Bisgaard & Smith LLP, co-counsel to MegaGen Implant Co., Ltd.;
Hyung Ki Lee, Hyung Joon Park and Jong In Jun of Yulchon LLC, co-counsel to MegaGen Implant Co., Ltd.;
Daren R. Brinkman and Jory Cook of Brinkman Law Group, PC, co-counsel to the Official Committee of Unsecured Creditors;
Scott J. Leonhardt of Esbrook P.C., co-counsel to the Official Committee of Unsecured Creditors; and
Joshua Nahas, Tabish Rizvi, Gary Lipson and Gregory Hill of Dundon Advisers, LLC, financial advisor to the Official Committee of Unsecured Creditors.