- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 06 2009 - 4:55PM
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
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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 November 6, 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,
In last weeks note, I said
that I would like to change the format of these weekly communications to make
them more of a two-way dialogue by addressing questions that you send in to me,
HR, your direct supervisor or to an e-mail box specifically set up to receive
your questions at [xxxx]@candelalaser.com.
Im very happy to report that we received some questions this past week. Let me address each one of them with the
information that is available to share with you at this time. Please note, where similar questions were
received, they are paraphrased below.
Q. Will there be any changes in our health
coverage, vacation time and/or other benefits?
A. In the US, there will be no immediate changes
to the health benefits, vacation time, or other benefit programs of either
Syneron or Candela. Between now and the
next open enrollment period for Syneron (which is May 2010) or for Candela
(which is October 2010), a detailed analysis for creating one health and
welfare program will be conducted. To
the extent changes may be made to Candela benefits and/or its health and
welfare plan, they will not be materially less favorable to the individual than
those provided today.
For Candela employees outside
of the US, there are no planned changes to your health and welfare, or other
benefit plans.
Q. Will there be changes to my
401(k) plan?
A. We will continue with 2 independent 401(k)
plans for the first 12 months post close.
During that year, we will evaluate whether to combine both 401(k) plans
into one new plan or to keep the plans separate.
Q. When will we get an overview and training on
the Syneron products and technologies?
A. Today, we continue to
operate as independent companies and, as such, we are not providing training on
each other's products. After this deal
closes, there will be a series of webinars discussing the products, technologies
and success factors in the market.
I was pleased with the level of
response to our invitation to submit questions, and I truly encourage you to
continue to send in your questions.
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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