- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 17 2009 - 4:56PM
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 17,
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,
Just
as we did last week, we are continuing to use the same format for this weeks
note - addressing some direct questions we received from you. 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 change to the Candela
fiscal year when we are merged with Syneron?
If so, what will the timing be?
A. Immediately upon closing, Candela will be
switched to the Syneron fiscal year, which runs January through December.
Q. Can you explain how much per share Candela
shareholders will receive when the merger is complete?
A. Upon the closing of the merger, each
outstanding share of Candela common stock will be converted into the right to
receive 0.2911 of an ordinary share of Syneron.
As an example, if the merger had closed last Friday, November 13,
2009, Candela shareholders would have received the equivalent of $3.13 per
share.
Q. Does Syneron have an Employee Stock Purchase
Plan (ESPP) or an Employee Stock Option Plan? If so, will we participate in it?
A. At the present time, Syneron does not have
an ESPP or a broad-based Employee Stock Option Plan. Syneron is in the process of evaluating
several options.
I
continue to be pleased with the level of response to our invitation to submit
questions, and I truly encourage you to continue to send in your
questions. As a reminder, you can submit
questions to me, to HR, or to your direct supervisor. We have also set up an e-mail box explicitly
for these questions at [xxxx]@candelalaser.com.
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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