Steel Partners Holdings L.P. has offered to acquire InMode Ltd. for $16.75 per share in cash, escalating a takeover contest surrounding the Israeli medical aesthetics company and placing additional pressure on its independent directors to determine whether shareholders are being offered sufficient value. InMode confirmed on July 10, 2026 that its board had received the unsolicited proposal dated July 9 and that an independent special committee, supported by legal and financial advisers, would review it.
The Steel Partners proposal is $0.55 per share above an earlier $16.20 cash offer from M.N. Business Strategy, a group that includes InMode co-founder and Chief Executive Officer Moshe Mizrahy. Steel Partners said its proposal represents a 20 percent premium to InMode’s unaffected share price of $13.95, is not dependent on external financing and would allow existing investors to roll over as much as 40 percent of the company’s equity into a privately owned InMode.
The competing bids turn what initially appeared to be a possible management-led take-private transaction into a wider test of valuation, governance and strategic direction. InMode owns a profitable medical-device platform, maintains a substantial cash position and sells radiofrequency-based systems across plastic surgery, dermatology, gynaecology, otolaryngology and ophthalmology. Yet slower growth, margin pressure and weak long-term share performance have created the conditions in which financial buyers may see more value than the public market currently recognises.
Why does Steel Partners’ $16.75 offer materially change the InMode takeover process?
The most immediate effect is that InMode’s special committee can no longer evaluate the chief executive-led offer in isolation. It now has a higher competing proposal from an outside shareholder that describes its terms as cleaner and more actionable.
Steel Partners’ bid exceeds the M.N. Business Strategy proposal by approximately 3.4 percent. That difference may appear modest, but it translates into roughly $35 million of additional equity value when applied to InMode’s diluted share count of approximately 64.5 million shares. The $16.75 price implies an equity valuation close to $1.08 billion, compared with approximately $1.04 billion under the $16.20 proposal.
The outside bid also changes the negotiating dynamic. A board may decide that neither proposal fully reflects the company’s potential, but the existence of two credible bidders makes it harder to conclude that the original insider offer represents the highest available price.
Steel Partners has demanded a substantive response by July 13 and has called for an independent sale process capable of engaging other interested parties. InMode has not committed to that timetable and has said only that its special committee will assess the proposal in accordance with its duties to shareholders.
The central question is therefore no longer whether the $16.20 proposal should be accepted. It is whether InMode should negotiate with Steel Partners, encourage both groups to improve their terms or reopen a broader strategic process that could attract another financial or industry buyer.
How does the Steel Partners proposal compare with the CEO-led InMode bid?
M.N. Business Strategy submitted its proposal to acquire the shares it and its affiliates did not already own for $16.20 per share in cash. The group includes Moshe Mizrahy, creating an inherent conflict because the chief executive has access to detailed information about the company’s operations, products, finances and longer-term prospects.
Management-led transactions are not automatically disadvantageous to shareholders. Founders and executives may understand a business better than outside investors and may be willing to take risks that public markets will not support. The concern arises when insiders attempt to purchase a company during a period of operational weakness or depressed valuation, particularly if the process does not clearly test whether better alternatives exist.
Steel Partners has framed its proposal as superior because it offers a higher price, does not require the cooperation of InMode’s manufacturer or distributor and is not contingent on external financing. It has also proposed a rollover mechanism for shareholders who want to retain exposure after the transaction.
That rollover feature could appeal to investors who believe InMode has meaningful recovery potential but are dissatisfied with its public-market performance. It would allow them to receive cash for part of their position while preserving exposure to a privately managed turnaround.
The structure also raises practical questions. Investors would need details about the valuation, governance, liquidity and ownership rights attached to the private-company shares. A rollover option is valuable only when shareholders understand what they are receiving and how they may eventually exit.
Is InMode being valued mainly as a medical-device business or as a large pool of cash?
InMode ended the first quarter of 2026 with $537.2 million in cash, cash equivalents, marketable securities and short-term deposits. That cash position represents almost half of the implied equity value under Steel Partners’ proposal. Subtracting the reported cash from the approximately $1.08 billion headline valuation produces an implied enterprise value of about $543 million before other balance-sheet adjustments.
This distinction is important. An acquirer paying $16.75 per share is not assigning the entire purchase price to InMode’s operating business. A substantial portion is effectively supported by cash already sitting on the company’s balance sheet.
That can make the transaction easier to finance and more attractive to a financial buyer. After completion, some of InMode’s cash could potentially support transaction funding, investment, acquisitions or shareholder distributions, subject to the final structure and legal restrictions.
It also strengthens the argument from investors who believe the company is being undervalued. InMode generated $82 million of revenue and $10.1 million of GAAP operating income in the first quarter, while its consumables and service revenue increased 6 percent to $21.4 million. A buyer would acquire not only the cash but also a profitable global medical-device platform with an installed base, recurring revenue and proprietary technology.
The counterargument is that cash alone does not justify a much higher valuation if the core business cannot return to dependable growth. Buyers must account for future research spending, commercial investment, margin pressure and the possibility that some platforms lose relevance as aesthetic preferences and competitive technologies change.
Why has InMode become vulnerable to a take-private transaction despite remaining profitable?
InMode’s challenge is not a complete collapse in demand. First-quarter revenue increased 5 percent year over year to $82 million, and management maintained full-year 2026 revenue guidance of $365 million to $375 million. The company remained profitable and debt-free, characteristics that distinguish it from many smaller medtech takeover targets.
The weakness lies in the quality and predictability of growth. InMode’s GAAP gross margin declined to 75 percent from 78 percent a year earlier, while operating margin dropped to 12 percent from 20 percent. GAAP net income fell to $11.6 million from $18.2 million, despite the revenue increase. Management attributed some of the pressure to higher product costs, a redesigned North American sales organisation and the establishment of subsidiaries.
Medical aesthetics is also sensitive to financing conditions and consumer confidence. Clinics often purchase expensive capital equipment and depend on patients paying directly for procedures. When interest rates rise or discretionary spending weakens, practitioners may delay equipment purchases even when patient interest remains intact.
That exposure can make quarterly revenue uneven. InMode may sell a large number of systems during a strong period and then experience slower placements as customers digest earlier purchases. Consumables and service revenue can reduce that volatility, but the company remains dependent on selling new platforms and upgrades.
The public market has therefore treated InMode less like a fast-growing medtech innovator and more like a mature, cyclical equipment supplier. A private owner may believe it can restructure costs, refine sales incentives and invest through the cycle without facing quarterly pressure from shareholders.
What does the bidding contest mean for InMode’s medical aesthetics portfolio?
InMode develops radiofrequency-based systems used for minimally invasive and non-invasive treatments involving skin tightening, body contouring, women’s health, hair removal, vascular lesions and facial procedures. Its platforms serve medical specialties including plastic surgery, dermatology, gynaecology, otolaryngology and ophthalmology.
A change in ownership would not immediately alter product availability or approved uses. The more significant impact would emerge through decisions about research spending, sales expansion, pricing and portfolio prioritisation.
A financial buyer could focus on generating stronger recurring revenue from InMode’s installed base. That might involve increasing sales of consumables, service contracts, software, training and platform upgrades rather than relying primarily on new system placements.
It could also reconsider how many products and geographies receive commercial investment. Private ownership often gives management more freedom to reduce spending in slower markets, consolidate platforms or redirect capital toward technologies with stronger returns.
There is a risk that aggressive cost reduction could weaken product development and physician support. Medical aesthetics is highly competitive, and practitioners frequently compare systems based on clinical outcomes, treatment speed, patient experience and marketing appeal. A company that underinvests in innovation may protect margins temporarily while losing relevance over time.
The more constructive strategy would be to use InMode’s cash and profitability to strengthen recurring revenue, develop differentiated products and pursue selective acquisitions. Whether Steel Partners or the management-led group would follow that approach has not been disclosed.
How serious are the governance allegations surrounding the InMode sale process?
Steel Partners’ letter goes well beyond offering a higher price. It criticises InMode’s strategic review, questions the independence of the current process and calls for the removal of Moshe Mizrahy as chief executive.
The investor has alleged that Mizrahy publicly downplayed InMode’s prospects while increasing his ownership and later participating in a proposal to take the company private. It has also raised questions about share purchases, disclosures and the timing of the company’s annual meeting materials. These remain allegations made by a bidder and shareholder, not established findings by a court or regulator.
InMode has not responded publicly to the individual allegations. Its position is that a special committee composed solely of independent directors is reviewing the proposals with legal and financial advisers and is committed to acting in the interests of shareholders.
The special committee’s credibility will now become a material part of the transaction. Investors will look for evidence that it can negotiate independently, assess financing certainty and compare the value of a sale with the option of remaining public.
The committee may also need to determine whether the two proposals should be evaluated under identical access and diligence conditions. A management-linked bidder may already possess knowledge that an outside acquirer would ordinarily need time to verify.
A transparent process does not require the board to accept Steel Partners’ offer. It requires the board to demonstrate that all credible alternatives were considered without favouring insiders.
Why is InMode’s share price still below the $16.75 Steel Partners offer?
InMode shares closed at $15.28 on July 10, leaving a gap of $1.47, or roughly 8.8 percent, to Steel Partners’ proposed acquisition price. The offer represented an approximately 9.6 percent premium to that closing price.
That discount signals that investors do not consider completion certain. The proposal is unsolicited, no definitive agreement has been signed and InMode’s board has not recommended the transaction.
Steel Partners could withdraw or revise its offer. The company could reject both bids, demand a higher price or remain public. Negotiations may also introduce conditions that are not visible in the initial letter.
The market is nevertheless pricing in a meaningful probability that a transaction or improved proposal may emerge. InMode’s 52-week trading range has been approximately $12.72 to $16.74, placing the Steel Partners offer close to the top of the company’s recent market valuation.
Sentiment is therefore mixed rather than decisively bullish. The competing proposal creates upside from the unaffected price, but the current spread reflects governance uncertainty and the possibility that no deal closes.
Could another buyer enter the contest for InMode’s radiofrequency device business?
A wider auction is possible, although there is no public evidence that another party is preparing a bid. InMode’s profitability, global commercial network and large cash position could attract private equity groups, family offices or investment firms seeking a cash-generative healthcare platform.
A strategic medical-device buyer may find the product portfolio attractive but could be discouraged by limited growth, overlap with existing aesthetics businesses or uncertainty around consumer-driven procedure demand. Industry acquirers also tend to pay higher valuations when they can identify clear revenue or cost synergies.
Financial buyers may have more flexibility. They can evaluate InMode as a stand-alone platform, use its cash generation to support the transaction and seek value through operational improvements rather than immediate integration.
Steel Partners’ bid could serve as a floor for further negotiations, but it does not guarantee a bidding war. Other potential acquirers may conclude that the current price already captures the achievable value or that governance complications make the process unattractive.
The special committee’s willingness to engage broadly will influence whether additional interest emerges. A tightly controlled negotiation with only the two current groups may produce a different outcome from a structured auction with equal access to information.
What should shareholders and the medtech industry watch next in the InMode takeover battle?
The first milestone is the board’s response to Steel Partners. The bidder requested a substantive answer by July 13, but InMode has not accepted that deadline and may require additional time to evaluate financing, structure and shareholder rollover terms.
Any revised offer from M.N. Business Strategy would signal that the insider group is prepared to compete. An increase above $16.75 could force Steel Partners to decide whether it is willing to improve its proposal or walk away.
Investors should also watch for disclosure about the composition and advisers of the special committee, as well as any decision to reopen a formal strategic review. Greater transparency could reduce concerns that the process favours one group.
InMode’s second-quarter results will provide another valuation reference point. Revenue growth, margins, cash generation and revised guidance could strengthen or weaken the argument that the company is worth more than either current offer.
The Steel Partners proposal has done more than add $0.55 to the headline purchase price. It has challenged the assumption that the CEO-led transaction represents the best available outcome and has forced InMode’s directors to weigh immediate cash value against the company’s longer-term potential.
The board may ultimately conclude that $16.75 is sufficient, insufficient or too uncertain to recommend. What it can no longer credibly do is treat the sale as a straightforward insider transaction with no competing benchmark. InMode now has two bidders, a valuable cash-rich medical-device platform and shareholders who will expect the process to reveal what the business is genuinely worth.
