DOMA PERPETUAL CAPITAL MANAGEMENT STRONGLY OPPOSES INMODE BUYOUT AS PROPOSED; PLANS TO VOTE AGAINST DEAL
DOMA ASSERTS THAT THE $16.20 PER SHARE OFFER MATERIALLY UNDERVALUES INMODE AND ITS LONG-TERM POTENTIAL
DOMA BELIEVES THE BID EXPLOITS THE DEPRESSED VALUATIONS CREATED BY YEARS OF CEO-LED UNDERPERFORMANCE
DOMA EXPLICITLY REJECTS THE CURRENT TERMS AND URGES THE BOARD TO UPLHOLD ITS FIDUCIARY DUTIES
MIAMI, June 26, 2026 /PRNewswire/ -- DOMA Perpetual Capital Management LLC, a significant stockholder of InMode Ltd. (NYSE:INMD) ("InMode"), today sent a letter to the Board of Directors of InMode (the "Board").
The letter can be downloaded here
The full text of the letter follows:
June 26, 2026
To the Board Member of InMode:
As of the date of this letter, DOMA Perpetual Capital Management LLC ("DOMA") and its affiliates beneficially own approximately 4.63% of the outstanding ordinary shares of InMode Ltd. ("InMode" or the "Company").
We are writing as a concerned shareholder regarding the recently proposed acquisition of the Company led by the Chief Executive Officer in partnership with a group of investors. The circumstances surrounding this proposal raise serious concerns about conflicts of interest, governance, the Board's fiduciary responsibilities, and the fairness of the proposed transaction.
We believe the proposal materially undervalues the Company, particularly in light of its long-term potential and intrinsic assets. It is difficult to ignore that this proposal also follows a long period of operational underperformance under the current CEO's leadership. We have previously asked the Board, in a public communication dated May 9, 2025, to replace the CEO precisely because of his sustained underperformance, and that same CEO now appears positioned to benefit from the proposed transaction.1 In our view, these circumstances warrant close scrutiny, and DOMA reserves all of its rights in connection with the proposed transaction.
We strongly believe the proposal would allow management to capitalize on a depressed valuation that developed during its own stewardship and that, in our view, management's performance helped create. Such dynamics are deeply troubling from a governance perspective.
The Board has fiduciary obligations to act in the best interests of all shareholders, not management or any specific investor group. In this context, we urge the Board to take the following actions:
- Establish a fully independent special committee with no ties to management to evaluate the proposal.
- Retain international independent financial and legal advisors to conduct a rigorous valuation and fairness assessment.
- Conduct a broad and transparent market check inviting public offers to determine whether superior offers exist.
- Ensure that shareholders are provided with full and fair disclosure regarding the process, assumptions, and any potential conflicts of interest.
Any transaction that allows insiders to acquire the Company at a price influenced by their own stewardship must be subject to the highest level of scrutiny. Failure to do so could expose the Company and the Board to significant shareholder value destruction, as well as reputational and legal risk.
Shareholders rely on the Board to uphold strong governance standards and to protect against precisely this type of conflicted transaction. I trust that you will take these responsibilities seriously and act accordingly.
At the current offer of $16.20/share DOMA does not support the proposal and intends to vote against the transaction.
Sincerely,
Pedro Escudero
CEO & CIO
DOMA Perpetual Capital Management LLC
This letter has been prepared by DOMA. The views expressed herein reflect DOMA's opinions and are based on publicly available information regarding the Company. DOMA recognizes that the Company or others may have information not available to DOMA that could lead them to disagree with DOMA's views or conclusions. DOMA reserves the right to change or modify its views, opinions, intentions, or positions at any time and for any reason, and disclaims any obligation to update or revise the information contained herein, except as may be required by applicable law.
This letter was not prepared by, and has not been endorsed by, InMode Ltd. This letter is provided for informational purposes only and is not intended to be, and should not be construed as, an offer to sell or a solicitation of an offer to buy any security, or as a recommendation to purchase or sell any security. DOMA is not currently soliciting proxies, consents, authorizations, or voting commitments with respect to any securities of the Company. One or more funds managed by DOMA currently beneficially own shares of the Company.
Certain statements in this letter may constitute forward-looking statements. These statements reflect DOMA's current views and expectations, speak only as of the date hereof, and are subject to risks, uncertainties, and assumptions that could cause actual results or developments to differ materially from those expressed or implied.
- PR Newswire, May 9, 2025, DOMA Perpetual Sends Letter Urging Board of Directors of InMode Ltd. to Resume Share Repurchase Program (urging the Board, among other actions, to replace the Chief Executive Officer), https://www.prnewswire.com/news-releases/doma-perpetual-sends-letter-urging-board-of-directors-of-inmode-ltd-to-resume-share-repurchase-program-302451097.html
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SOURCE DOMA Perpetual