- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
14 10월 2009 - 5:54AM
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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o
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Definitive Additional Materials
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x
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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 13,
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,
The
Integration teams continue to make progress with a very positive spirit of
cooperation and recognition for the great opportunity immediately in front of
us. Internal focus must be balanced with making
sure we look externally as well. To do
this, we must continue to reach out to our customers. Customer interest in our upcoming merger with
Syneron keeps on growing, with great acceptance of the leadership Candela and
Syneron are showing in the aesthetic marketplace. Our two most recent trade shows were good
examples of what we are seeing and hearing in the field.
This
past week the European Academy of Dermatology and Venereology (EADV) show was
held in Berlin, Germany. In addition to
a successful European direct and distributor sales training meeting prior to
the opening of the show, and the usual meetings with customers and prospects at
the booth, we held our 11th Annual Candela Users Group meeting. At the end of this meeting, which was
moderated by Dr. Sean Lanigan, we invited Lou Scafuri, CEO of Syneron, to
address the audience. The consistent
response we received afterward was enthusiasm and optimism for our vision for
the merged company.
And
the previous week, at the American Society for Dermatologic Surgery (ASDS) in
Phoenix, Arizona we received similar affirmation from physicians. Both Candela and Syneron customers at this
show said they are impressed with how we are working to combine these two companies
with a very strong sense of customer focus.
The
eyes of the aesthetic industry are upon us, and expectations are high from the
customer perspective. Our customers have
a growing hope and confidence that we will be successful. The very real and disciplined collaboration
of our companies integration teams is one key for us to immediately lead the
market beginning Day One when the transaction closes. Im confident through teamwork and execution
we will achieve a successful outcome and become the strongest Company in our
industry. The best boost to stakeholder
confidence is to continue to win in the marketplace. We need to remain focused on delivering a
very successful second quarter. Even
while preparing for the coming integration, we must all do all we can to close
this quarter with great momentum.
Thank
you all for maintaining the near-term focus.
Lets all dedicate ourselves to a strong close of 2009.
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. will file with the Securities and Exchange Commission (the SEC) a
registration statement on Form F-4, which will include 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 will file the same proxy
statement/prospectus with the SEC as well as mail it to Candela Corporation
stockholders. Investors and security
holders are urged to read the proxy statement/prospectus and the other relevant
material 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 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 Candela
Corporations proxy statement, which was filed with the SEC on November 12,
2008 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 Candela Corporation and Syneron Medical Ltd.s most recent Annual Report
on Form 10-K and Form 20-F, 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.
Candela (MM) (NASDAQ:CLZR)
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Candela (MM) (NASDAQ:CLZR)
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