BIOLASE Europe, GmbH

Company Profile

Biolase Europe, GmbH, established in 2001 and headquartered in Floss, Germany, operated as a wholly owned subsidiary of BIOLASE, Inc. The subsidiary served as the European sales, distribution, and service hub for BIOLASE’s proprietary dental laser systems and accessories, supporting dentists across the continent. Its core operations included the sale, installation, training, and maintenance of BIOLASE equipment, contributing to the parent company’s international revenue. Despite BIOLASE, Inc. filing for Chapter 11 bankruptcy protection in the United States in late 2024, Biolase Europe remained operational.

Situation

SSG was retained in August 2024 to explore strategic alternatives for BIOLASE, Inc. and its international subsidiaries. Amidst the sale efforts of the U.S. parent under Chapter 11, the Company sought to monetize certain non-core assets, including its German subsidiary, Biolase Europe, GmbH.

Solution

Following the successful sale of substantially all assets of BIOLASE, Inc., to MegaGen in November 2024, SSG launched a remarketing process for the equity interests in Biolase Europe GmbH, a remnant non-debtor subsidiary. Despite the entity’s strong asset base, marketing the business as a standalone was challenging due to its historical integration with the U.S. parent’s infrastructure and support functions. Ultimately, a formal offer was received from TBG UG (haftungsbeschränkt) to acquire 100% of the shares of the German subsidiary. The transaction provided a strategic monetization outcome for the bankruptcy estate while avoiding the cost, complexity, and risk of an orderly wind-down in Germany. The sale was effectuated through a share purchase agreement under Section 363 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.