- Competing bids. Steel Partners Holdings offered $16.75 per share in cash to acquire InMode (Nasdaq: INMD) on July 9, outbidding a competing $16.20 management buyout led by the company’s own CEO.
- Premium. The offer represents a 20% premium over InMode’s unaffected share price of $13.95 and demands the removal of CEO Moshe Mizrahy, citing alleged insider trading and governance failures.
- Deadline. Steel Partners demanded a written response from InMode’s board by 5:00 p.m. ET on July 13, calling for a restructured special committee to evaluate offers independently.
Steel Partners Holdings, described in its offer letter as a significant long-standing shareholder, sent a formal acquisition proposal to InMode’s board of directors on July 9, 2026, offering $16.75 per share in an all-cash transaction to acquire the Israeli-incorporated medical aesthetics device company in full. The bid arrived while InMode’s board was evaluating a competing take-private proposal at $16.20 per share, led by CEO Moshe Mizrahy and a consortium that includes the owners of InMode’s primary manufacturing facility and its UK distribution partner.
InMode shares rose approximately 4% in pre-market trading on July 10, according to the offer letter published through BusinessWire, as investors weighed the prospect of a competitive bidding process for a company whose stock had fallen sharply from its peak.
The governance dispute behind the bid
Steel Partners combined its financial offer with a sweeping set of governance allegations against Mizrahy and the board. The firm noted that Mizrahy had reduced his personal ownership stake from 17.6% at InMode’s IPO to 7.36% currently, generating an estimated $550–770 million in proceeds through roughly 11 million share sales. Steel Partners then alleged that Mizrahy purchased approximately 800,000 shares in the open market between February 24 and March 10, 2026 — shortly before a March 13 share buyback announcement that lifted the stock by nearly 6%.
Steel Partners said it would refer the purchases to regulators and called for an investigation under US securities law and Israeli corporate law. The firm also alleged that Mizrahy made comments at an April 2026 investor conference that drew on information InMode had not yet made public.
InMode’s earnings trajectory
The financial backdrop underscores why management is seeking to take InMode private. The company entered 2024 with adjusted EBITDA guidance of $217–222 million; its guidance as of May 6, 2026 had fallen to $73–78 million, a decline of roughly two-thirds over two years. Mizrahy’s own buyout consortium used a projected 2026 adjusted EBITDA of $65 million as its underwriting figure — 11–17% below the company’s own current guidance, Steel Partners noted, characterising the discrepancy as further evidence of bad-faith dealing by the CEO’s consortium.
Existing InMode shareholders would retain an option to roll over up to 40% of their equity into the privately held entity under Steel Partners’ structure, providing a path for long-term holders who prefer continued exposure to a potential recovery rather than a full cash exit at $16.75.
Board composition under scrutiny
Steel Partners argued that InMode’s existing special committee, formed to evaluate the Mizrahy buyout, is compromised by conflicts of interest. Jeffrey Royer, part of the Mizrahy consortium, owns Medimor — InMode’s primary manufacturing partner; other consortium members own Wigmore Medical, InMode’s UK distributor. Steel Partners contended this web of related-party relationships disqualifies the current committee from rendering an independent fairness opinion and demanded that the board reconstitute the committee with genuinely independent directors and external financial advisers before July 13.
Steel Partners also called on the board to halt all further share purchases by the Mizrahy group pending resolution of the competing offers, to withdraw disputed resolutions from InMode’s Annual General Meeting, and to reconvene the AGM on a fair basis once governance issues are resolved.