Medical technology firm InMode Ltd confirmed on Friday that it has received an unsolicited acquisition proposal from Steel Partners Holdings L.P. The offer is to purchase all outstanding shares for $16.75 per share in cash, representing a premium of approximately 3.4% over a prior internal proposal the company had received.
In a letter to the board, Steel Partners stated that its bid is significantly superior to the previous $16.20 per share offer from the company's CEO, Moshe Mizrahy, and his affiliates. Steel Partners alleged that Mizrahy, during a strategic review process, suppressed market expectations through repeated downward revisions of performance guidance to pave the way for his own bid. They noted his offer implied a valuation of $65 million for the company's projected 2026 adjusted EBITDA, which stands in stark contrast to the company's official guidance range of $73 million to $78 million.
Steel Partners also criticized the CEO for making public statements during the strategic review that the company was "not for sale," while simultaneously purchasing approximately 800,000 shares in the open market. These actions, according to Steel Partners, raise concerns about potential trading on undisclosed information.
Steel Partners, led by Executive Chairman Warren Lichtenstein, held about a 1.3% stake in InMode as of January 2026. The firm asserted that the prior strategic review process suffered from significant governance flaws, questioning the impartiality of the so-called "independent directors" due to their business ties with the CEO.
In response to the new proposal, InMode stated that its board has formed a special committee of independent directors. This committee will engage legal and financial advisors to conduct a careful evaluation. The company emphasized the special committee's commitment to acting in the best interests of all shareholders. Recently, InMode's stock has been trading in the $14 to $15 range, closing at $15.01 as of July 9.