Shares of InMode Ltd (NASDAQ:INMD) rose roughly 4% in pre-market trading Thursday after Steel Partners Holdings L.P. -- a sizeable shareholder in the company -- submitted a cash acquisition proposal valuing the stock at $16.75 per share.
Offer specifics and comparative bids
Steel Partners said its $16.75 per-share cash offer equals a 20% premium to an unaffected price of $13.95. That price also is higher than a competing proposal from InMode CEO Moshe Mizrahy, who has offered $16.20 per share.
The firm said its proposal would permit existing shareholders to roll over up to 40% of their equity into an InMode entity controlled by Steel Partners.
Request to the board and governance demands
In a letter dated Wednesday to InMode's board, Steel Partners urged directors to establish an independent special committee and to engage an independent investment bank to evaluate and negotiate the bid. The letter also demanded the removal of Mizrahy as chief executive, citing concerns about his conduct during the companys strategic review process.
Allegations concerning trading and timing
Steel Partners asserted that Mizrahy purchased about 800,000 shares between February 24 and March 10. Those purchases preceded a March 13 announcement of a share buyback that Steel Partners said drove the stock up nearly 6%.
The firm asked whether those transactions raise potential issues around trading on material non-public information.
Valuation and financial assumptions
Steel Partners noted that Mizrahy's bid values the company on the basis of an estimated adjusted EBITDA of $65 million for 2026. The letter pointed out that this figure is below InMode's May 6 guidance range for the year of $73 million to $78 million.
Concerns about conflicts of interest
The letter described Mizrahy's buyer group as potentially conflicted. Steel Partners specifically identified Jeffrey Royer, the principal owner of Medimor, which Steel Partners called InMode's main manufacturing facility, and the proprietors of Wigmore Medical, identified as the company's U.K. distributor, as participants in Mizrahy's buyer group.
Deadline for response
Steel Partners set a deadline of 5:00 p.m. Eastern on July 13 for a substantive written response from InMode's independent directors.
Context limitations
The information above reflects the content of Steel Partners' letter and the competing bid as described in the communication to InMode's board. No additional documents, comments from company management, or third-party analyses were included in the materials cited by Steel Partners in that correspondence.