- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
20 10월 2009 - 6:00AM
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 19,
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,
A
recent aesthetic trade publication editorial expressed cautious hope for market
stability, and noted that the aesthetic practices we serve are looking for management
leadership, scientific credibility, financial stability and constant innovation. That is precisely our aim and our passion.
In
contemplating and announcing this merger, we have promised to focus on
continuing to invest in customer support and innovation. A few days ago, in fact, Syneron further
invested in technology innovation with the acquisition of Primaeva, Inc.,
adding an exciting minimally invasive RF aesthetic device for treatment of skin
laxity and wrinkles. Please see the
attached copy of the news release announcing this transaction which is of great
interest to the core aesthetic physicians.
Our
current integration planning process as the Syneron and Candela teams
steadily progress toward the expected close of the merger transaction and
continue to learn more about each others organizations, technologies and
potentials has further strengthened our belief that this newly combined
company can lead this industry to a strong recovery.
Just
a quick update on the integration process and an important milestone that will
occur this week: The integration teams
are gathering for two days to walk through all aspects of our Day One
Readiness plan progress. This is an
important step, in which we will conduct a detailed review of all our preparations
to ensure that on the very first day when the deal is closed, we will have
everything in place to conduct business as a single company.
This
past year has been one of many changes and uncertainty. We are taking positive steps to ensure our
future growth. We can only achieve this
through teamwork. Now is the time for
all of us to keep pulling together.
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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