Superior Proposal Exceeds Conflicted CEO-Led $16.20 Insider Bid and Provides Optional Shareholder Rollover
Demands the Board Take Immediate Action to Remove Incapable and Conflicted CEO
Calls on Board to Form a Truly Independent Special Committee and Retain an Independent Investment Bank to Immediately Engage with Steel around Its Superior Offer
NEW YORK, July 09, 2026--(BUSINESS WIRE)--Steel Partners Holdings L.P. (together with its affiliates, "Steel"), a significant, long-standing shareholder of InMode Ltd. ("InMode" or the "Company") (NASDAQ: INMD), today issued a letter to the Board of Directors (the "Board") of the Company, offering to acquire 100% of the shares of InMode for $16.75 per share in cash. The full text of the letter is below.
July 9, 2026
VIA ELECTRONIC MAIL
InMode Ltd.
Tavor Building, Sha'ar Yokneam
P.O. Box 533
Yokneam 2069206 Israel
Attention: The Board of Directors
Dear Members of the Board of Directors:
Steel Partners Holdings L.P. (together with its affiliates, "Steel") is a significant, long-standing shareholder of InMode Ltd. We are writing to you today to offer to acquire 100% of the outstanding shares of InMode for $16.75 per share. Our offer price is a 20% premium to the unaffected price of $13.95.1 It is $0.55 per share above the $16.20 per share your CEO has offered. It does not depend on the cooperation of the Company's own manufacturer and distributor and is not contingent upon any external financing conditions. Further, for those who wish to remain investors in the Company, we will be providing a mechanism for existing shareholders to roll over up to 40% of the Company's equity into the Steel-owned InMode.
Our offer is superior to the CEO's proposal in every conceivable way. It follows a deeply disappointing process run by the Company, culminating in CEO Moshe Mizrahy's offer to acquire InMode after the termination of the strategic review – and after Mr. Mizrahy seemingly manipulated market expectations about the Company's prospects and value.
You now face a simple test: will you fulfill your duties to all shareholders by engaging with a higher-value, cleaner, fully actionable offer? Or will you enable a conflicted insider group to acquire InMode at an inadequate price?
Regardless of Whether the Company is Sold, Moshe Mizrahy is No Longer Fit to be CEO of InMode
Working Counter to Shareholder Interests
For the better part of a year, Mr. Mizrahy talked his own Company down, referring to a "flat" 2026, "pressure on margins," and even taking a public swipe at his own retained banker, saying they were doing a "lousy job."