- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 28 2009 - 5:04PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(RULE
14a-101)
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INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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CANDELA
CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On October 28,
2009, Gerard E. Puorro, Chief Executive Officer of Candela Corporation (Candela),
provided the following communication to Candelas employees in connection with
Candela reaching an agreement with Syneron Medical Ltd., a company organized under
the laws of the State of Israel (Syneron), to combine Candela and Syneron th
rough the merger of Syneron Acquisition
Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary
of Syneron, with and into Candela on the terms and subject to the conditions of an agreement and plan of merger, dated as of September 8,
2009:
All,
As
discussed in my note last week, on Tuesday and Wednesday we had all the
post-close integration planning team functional leads from each company in
Natick, MA for a Day One Readiness check.
There were four key activities during these sessions:
1.
Each functional group
(Marketing, Sales, International, Service, Operations, Human Resources, IT,
Regulatory/Quality/Clinical and Research & Development) presented detailed
status reports on their readiness to execute on the first day after the merger
transaction closes including what the final deliverables and outputs of their
initiatives will be.
2.
There were multiple working
sessions in which the functional groups worked together to raise and resolve
dependencies and issues across the functional groups.
3.
We conducted a walk-through
of the various customer touch point processes everything from a customer
inquiry about the other companys product, to taking an order, to billing, to
service and support.
4.
It was also determined that
some groups have progressed to the point of being able to now switch their
attention to plans for the first 100 days post transaction close.
The
level of cooperation, intensity and enthusiasm was great. I think it is fair to say that this meeting
was very productive and, while we are not finished, we have make a lot of
progress on the path to being ready for Day One. We are planning to have a similar session in
another 4 to 6 weeks to ensure true readiness.
Last
week, we also asked a number of you about how useful these notes are to you
all. We got very similar feedback from
many of you across the company while you all value the weekly communication, you would really like to hear about real
decisions that are being made and it would be helpful if these notes could
address some specific employee questions.
To the extent that we are able to be more definitive about things, we
agree, we would like to communicate directly and quickly. That is why I would like to turn these notes
into more of a two-way dialogue. To
extent that you have a specific question, please feel free to e-mail me, HR or
your supervisor directly with the question.
We have also set up an e-mail box specifically for these questions:
[xxxx]@candelalaser.com. I will either
answer you directly or, if your question
is relevant to all employees, I will use
these notes to send out answers. I truly
encourage you to send in your questions.
The
Registration Statement and Proxy Statement have been completed and have just
been filed with the SEC. We will continue to work diligently during this review
process and utilize this time as effectively as possible to deliver Q2 results
and to refine upon our Day One readiness as well as future plans for our
Company.
Best
regards,
Jerry
IMPORTANT ADDITIONAL INFORMATION WILL BE
FILED WITH THE SEC
In connection with the combination of Syneron
Medical Ltd. and Candela Corporation pursuant to an Agreement and Plan of Merger
(the Merger), Syneron Medical Ltd. has filed with the Securities and Exchange
Commission (the SEC) a registration statement on Form F-4, which
includes a proxy statement of Candela Corporation and a prospectus of Syneron
Medical Ltd. and other relevant materials in connection with the proposed
transactions. Candela Corporation has
also filed the proxy statement/prospectus with the SEC. Investors and security holders are urged to
read the proxy statement/prospectus and the other relevant materials (when they
become available) because these materials will contain important information
about Candela Corporation, Syneron Medical Ltd. and the proposed
transaction. The proxy
statement/prospectus and the other relevant materials (when they become available),
and any and all documents filed with the SEC, may be obtained free of charge at
the SECs web site at www.sec.gov. In
addition, free copies of the documents filed with the SEC by Candela
Corporation
will be available on the investor relations portion
of Candela Corporations website at www.candelalaser.com. Free copies of the documents
filed with the SEC by Syneron Medical Ltd. will be available on the
investor relations portion of Syneron Medical Ltd.s website at
www.syneron.com. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS (WHEN THEY
BECOME AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE PROPOSED TRANSACTIONS.
Candela Corporation, Syneron Acquisition Sub, Inc.,
Syneron Medical Ltd. and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the security
holders of Candela Corporation in connection with the Merger. Information about executive officers and
directors of Candela Corporation and their ownership of Candela Corporation
common stock is set forth in the proxy statement/prospectus and in Amendment No. 1
to Candela Corporations Annual Report on Form 10-K, which was filed with
the SEC on October 26, 2009, and is supplemented by other public filings
made, and to be made, with the SEC.
Information about executive officers and directors of Syneron Medical
Ltd. is set forth in Syneron Medical Ltd.s Annual Report on Form 20-F for
the year ended December 31, 2008, which was filed with the Securities and
Exchange Commission on March 24, 2009 and is supplemented by other public
filings made, and to be made, with the SEC.
Investors and security holders may obtain additional information regarding
the direct and indirect interests of Candela Corporation, Syneron Acquisition
Sub, Inc., Syneron Medical Ltd. and their respective executive officers
and directors in the Merger by reading the proxy statement/prospectus and the
other filings and documents referred to above.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed
transaction between Candela Corporation and Syneron Medical Ltd., including,
without limitation, the expected timetable for completing the transaction,
statements related to the anticipated consummation of the proposed combination
of Candela Corporation and Syneron Medical Ltd., management of the combined
company, the benefits of the proposed combination, the future financial performance
of Syneron Medical Ltd. after the proposed combination, and any other
statements regarding future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Any statements that are not statements of historical fact (including
statements containing believes, anticipates, plans, expects, may, will,
would, intends, estimates and similar expressions) should also be
considered to be forward-looking statements.
There are a number of important factors that could cause actual results
or events to differ materially from those indicated by such forward-looking
statements, including: the ability of each of Candela Corporation and Syneron
Medical Ltd. to satisfy the closing conditions and consummate the transaction,
including obtaining the approval of the transaction by Candela Corporations
stockholders;
the risk that the businesses may not be integrated
successfully; the risk that the transaction may involve unexpected costs or
unexpected liabilities; the risk that synergies from the transaction may not be
fully realized or may take longer to realize than expected; the risk that
disruptions from the transaction make it more difficult to maintain
relationships with customers, employees, or suppliers; and the other risks set forth in the proxy
statement/prospectus and the most recent Annual Report on Form 10-K and Form 20-F
of Candela Corporation and Syneron Medical Ltd., respectively, as well as the
other factors described in the filings that Candela Corporation and Syneron
Medical Ltd. make with the SEC from time to time. If one or more of these factors materialize,
or if any underlying assumptions prove incorrect, Candela Corporation and Syneron
Medical Ltd.s actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or implied by
these forward-looking statements.
In addition, the statements in this document reflect
the expectations and beliefs of Candela Corporation and/or Syneron Medical Ltd.
as of the date of this document. Candela
Corporation and Syneron Medical Ltd. anticipate that subsequent events and
developments will cause their expectations and beliefs to change. However, while Candela Corporation and
Syneron Medical Ltd. may elect to update these forward-looking statements
publicly in the future, they specifically disclaim any obligation to do
so. The forward-looking statements of
Candela Corporation and/or Syneron Medical Ltd. do not reflect the potential
impact of any future dispositions or strategic transactions, including the
Merger, that may be undertaken. These
forward-looking statements should not be relied upon as representing Candela
Corporation or Syneron Medical Ltd.s views as of any date after the date of
this document.
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