- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 21 2009 - 4:49PM
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)
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 December 21, 2009, Paul R. Lucchese,
Senior Vice President, General Counsel and
Secretary of Candela Corporation
(Candela), provided the following communication to the holders of Candela
stock options and stock appreciation rights 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 through
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 and amended on
November 23, 2009:
To: The holders of stock
options and stock appreciation rights of Candela Corporation:
As you are aware, on September 8, 2009, Candela Corporation
(Candela) entered into an Agreement and Plan of Merger with Syneron Medical
Ltd. (Syneron) and a Syneron subsidiary, which was amended on November 23,
2009 (the Merger Agreement), pursuant to which an indirect, wholly-owned
subsidiary of Syneron will merge with and into Candela (the Merger), with
Candela continuing as the surviving entity in the Merger. Upon completion of the Merger, Candela will
be an indirect, wholly-owned subsidiary of Syneron. Presently, the Merger is expected to become
effective (the Effective Time) on January 5, 2010.
In connection with the closing of the Merger, the below described
options to purchase Candela common stock and stock appreciation rights granted
on Candela Common Stock (collectively, the Candela Awards), that are
outstanding immediately prior to the Effective Time, whether vested or
unvested, will be assumed by Syneron and will become fully vested and continue
in effect in all material respects on the same terms and conditions as in
effect immediately prior to the Effective Time, and each such Candela Award
will be converted automatically into an option or stock appreciation right, as
the case may be, to purchase Syneron ordinary shares (New Awards). The treatment of the Candela Awards in the
Merger is also discussed in the proxy statement/prospectus that was first
mailed to Candela stockholders on or about December 2, 2009.
The following Candela Awards will be converted automatically into a New
Award at the Effective Time:
(i) Candela Awards that
are in-the-money (i.e., Candela Awards that have an exercise or strike price
less than or equal to the product of (x) the price per Syneron ordinary
share on the NASDAQ Global Select Market immediately prior to the Effective
Time and (y) the exchange ratio of 0.2911 as provided in the Merger
Agreement (the Exchange Ratio)); and
(ii) All Candela Awards
subject to, and in accordance with the existing terms of, Candelas executive
retention agreements.
Each such Candela Award will be converted automatically into a New
Award subject to the following adjustments:
(i) The number of
Syneron ordinary shares subject to each New Award will be equal to the number
of shares of Candela common stock remaining subject (as of immediately prior to
the Effective Time) to the Candela Award multiplied by the Exchange Ratio
(rounded down to the nearest whole Syneron ordinary share); and
(ii) The exercise price
per Syneron ordinary share under each New Award will be equal to (x) the
exercise price per share of Candela common stock under the Candela Award
divided by (y) the Exchange Ratio (rounded upward to the nearest whole
cent).
All other Candela Awards which are outstanding immediately prior to the
Effective Time will become fully vested, and to the extent not exercised
immediately prior to the Effective Time, will be cancelled.
The number and terms of the New Awards that you will receive depends on
the exercise price of your Candela Awards, the price per Syneron ordinary share
on the NASDAQ Global Select Market immediately prior to the Effective Time
(currently expected to occur on January 5, 2010) and the extent to which
you exercise your Candela Awards prior to the Effective Time.
Additional documentation with respect to New Awards will be sent to you
following completion of the Merger.
In the meantime please feel free to contact me at 508-358-[xxxx] with
any questions.
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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