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On November 3,
2009, Candela Corporation (Candela), together with Syneron Medical Ltd., a
company organized under the laws of the State of Israel (Syneron), made a
presentation at the Oppenheimer 20th Annual Healthcare Conference in connection
with Candela reaching an agreement with 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. Candela has previously filed the joint slide
presentation referenced herein with the Securities and Exchange Commission on
Schedule 14A and, accordingly, such document has been omitted from this
filing. The transcript from the
presentation is as follows:
TRANSCRIPT
Amit:
My name is Amit
Hazan. Im the medical device analyst at Oppenheimer. And were happy to have
with us as our next presenter Syneron Medical, a very exciting company whos
actually in the process of merging with Candela, and were happy to have with
us a few people here today from the company. Louis Scafuri, the CEO, is here.
Fabian Tenenbaum, the CFO, is here. And also Gerard Puorro, the CEO of Candela,
is here. And theyll be available for Q&A after the presentation in this
room if youd like to stay for that.
Louis:
Good morning,
and
thank you. Im Louis Scafuri, the CEO of Syneron, and Id like to
spend a few minutes discussing with everyone today after the formal
presentation a transformative event, the merger of Candela with Syneron to
create the leading global aesthetic device company.
This presentation will contain
forward-looking statements. Available at the end, as Amit has mentioned, will
also be Jerry Puorro, the CEO of Candela, as well as Fabian Tenenbaum, the CFO
of Syneron.
We believe weve created the market leader,
the market leader in the field of aesthetics. We have the most comprehensive
product portfolio, with Syneron being an innovator with proprietary elos, which
is electrical optical synergy, the leader in RF and laser light, and Candela,
which over the last 40 years has been the pioneer in laser and light space
technology. We have a balanced mix of both core and non-core physicians as our customers,
and we also have the best channel-to-market capability with our worldwide
distribution support network and sales in over 86 countries, with 60 percent of
our revenues coming from international markets, direct sales and independent
distributors, as well as direct operations in 11 countries. We also have a very
attractive financial profile, with approximately $186 million proforma in the
trailing 12 months as our revenue top line, with a strong balance sheet of over
$240 million in cash and no debt, with meaningful recurring revenue in the
future through service and consumables.
An overview of the transaction includes
Candela shareholders receiving 0.2911 ordinary shares of Syneron for each share
of Candela common stock. We will issue 6.7 million shares of Syneron stock,
which represents $2.85$2.84, correction, per share consideration, or 51
percent premium price close. The sole consideration for this transaction is $65
million, and we have a fixed exchange ratio. The ownership at the end will be Syneron
shareholders 80 percent, Candela shareholders 20 percent. The future management
of the company will be myself as CEO and Fabian Tenenbaum as CFO of the
combined company. The management will be comprised of executives from each
organization, and Jerry Puorro will join us on our Board of Directors at
Syneron. Both brand names will be maintained. We expect to close this
transaction at around year-end 2009.
Over the last decade the aesthetic
marketplace has gained significant growth, with over 50 percent compounded
annual growth rate from 1997 to 2008. While theres been a short-term decrease,
theres also beenalso $12 billion being spent in this market on non-surgical
procedures. It still has very, very favorable demographics, with baby boomers
still turning 50 years old, and 70 percent of the aesthetic procedures are done
on patients who earn more than $50,000 annually. We also have pending
healthcare reform and a deteriorating business model for physicians who are under
pressure from insurance, as well as we have safer and easy-to-use, more
efficacious technology which opens up some other medical specialties outside
the US in whats known as the non-core marketplace. Whats also interesting
about this market is its 100 percent private pay. For
applications in growth markets, we believe
the combined organization plays in the fastest growing market segments, which
include skin tightening, cellulite reduction, fractional skin resurfacing, hair
removal, tattoo removal, as well as in the largest segments of growth as well
as the largest in terms of market size. The combined portfolio consists of two
major categories. It consists of body treatments for applications such as
cellulite reduction, body contouring, laser-assisted lipolysis, hair removal,
leg veins, tattoo removal, and facial treatments with several categories of
treatments, which include both ablative/non-ablative wrinkle reduction, skin
rejuvenation, skin tightening, acne treatment. And the breadth and depth of
this portfolio, as well as the best-in-class for each product category, we
believe, give us unique advantage. We also have products to address the growth
market. We have six innovative new products that weve just introduced within
the last 12 months for both body and facial applications, and were well
positioned as well in the emerging marketplace that exists for all sorts of age
groups as well as skin types.
Looking briefly at certain market segments
and a couple of case studies, if we look at the skin rejuvenationfractional
rejuvenation marketplace, we have a fast-growing marketplace with a compounded
annual growth rate of close to 15.8 percent, including 3.6 million procedures,
because cosmetic procedures alone are growing in categories such as the
Hispanic population and also in the Asian population for areas such as acne
scar reduction. There are two major innovations that are being offered. One is
the fractional ablative offering from Candela, which is QuadraLASE, which is a
one-treatment approach very effective. It does require a bit of downtime. And
innovating and also new to the market is Syneron with a new category of
treatment called sublative rejuvenation and a product known as eMatrix. eMatrix
is break-through in terms of its form factor. It doesnt look like a traditional
laser that youve seen possibly in a physicians office. Its innovative in its
design interface. Its also color-blind. It can be used across various ethnic
and skin types. Whats novel about this product is it has the ability to go
ahead and minimally disrupt the epidermis, which means little downtime for the
patient. Post-treatment, the patient can apply makeup. It also offers the
ability to go ahead and do wrinkle reduction, acne scar reduction and skin
tightening, as well as the ability to do three or four treatments in a bundle,
which allows the physician the opportunity to go ahead and upsell and combine
this procedure with another type of filler or toxin and the like. And this is
one of the first products we introduced in our new business model at Syneron
which includes a propriety single-use tip.
Another rapidly growing marketplace that were
heavily involved in is the cellulite reduction and body shaping. Liposuction
procedure is still among the top five cosmetic surgical procedures. Its ranked
number two, even though the numbers have been down, but it speaks towards the
trend as well this whole body contouring towards noninvasive, minimally
invasive procedures, with areas such as body contouring and cellulite reduction
growing very, very rapidly over the next five years, with a projection of an
annual compounded annual growth rate close to 20 percent. Weve pioneered this
marketplace at Syneron. We introduced the Vela brand. Its the only FDA-cleared
product for circumferential reduction. Weve had over 3 million procedures
performed to date on these devices, with an installed based of over 6500
worldwide. The brand recognition is significant. On the website alone,
VelaShape, we get over 40,000 hits per month, and were really the only
manufacturer that offers both the non-invasive Vela approach as well as the
minimally invasive laser-assisted lipolysis in a single bundle. The physicians
can do this in a marketing effort. They can bundle the products together to
give a combination approach to their patients. And we also feature with these
products a single-use disposable.
The largest market segment still remains to
be hair removal. Hair removal represents almost half of the non-invasive
marketplace today. The procedure outlook still continues in double-digit growth
in the next five years. And whats really important as the procedure for laser
or dynamic energy-based hair removal becomes more standard-place is the
efficacy, speed, and ability to treat all skin types.
Candela is the leader in the marketplace, the
Gentle series of productsof lasers recognized as the best-of-breed. The
GentleMAX which is featured in this slide here is an integrated treatment
approach. Its a multi-laser capability, capable of treating all skin types,
versatile in that other applicators can be added to serve for skin tightening,
pigmented lesions and vascular. It also has
unmatched results. Theres no compromise in
the technology or speed. And it also has some novel multiple cooling options
for patient comfort.
This one amazes me. This is a market thats
new to us at Syneron. But Candela, again, has been a pioneer and a recognized
leader in the field, and thats tattoo removal. This number is startling. One
out of every four people in the US now has a tattoo. At least 10 percent of the
Western world population also has a tattoo, and its expected to grow. Maybe it
has something to do with reality TV or something else, but its a growing
trend. Whats really amazing is the oops factor. The regret factor is estimated
to be approximately 17 to 20 percent, so theres a real business around tattoo
removal. We also see the ability for a doctor to enter into this marketplace to
bundle on another aesthetic service. This could be another laser-based
treatment, another dynamic energy-based treatment or other series of aesthetic
procedures, and up to 35 percent of the tattoo removal customers do seek other
aesthetic procedures. Candela recently introduced the Alex TriVantage. Its
novelty piece of technology, its innovative. Its the first laser-pumped
laser, capable of treating multiple-color tattoos and pigment removal. Also, as
well, treating other pigmented lesions. It complements and it enhances other
skin rejuvenation peelstools, excuse me, and it also provides multiple revenue
streams for the provider.
As far as ourselves and our global
distribution footprint that I mentioned earlier, right now Candela sells
approximately 70 percent of their business outside the US, and Syneron pretty
much has a 50/50 split. When combined, we will offer 60 percent, but we will
have the ability to do 60 percent of our sales outside the US and 40 percent of
the sales in the US. As far as the penetration of the market segments, we see
the ability to lead both in the core and in the non-core segments, with a
combined balance. So if we look at Candelas strength in the core, where
approximately 60 percent of their revenues are coming from the core now, and
Syneron, where approximately 20 percent of our revenue is from the core, and
reverse the fact that we are the leader at Syneron in the non-core and Candelas
in the core, we come up with a very balanced approach to the segments. Were
well positioned for growth. Weve introduced new products in the last 12 to 18
months. Weve introduced new treatment categories such as sublative
rejuvenation, as well as fractional resurfacing, as well as product line
extensions in the various categories. Well cross-sell wherever appropriate. In
some cases well sell Syneron products through Candela, and well also sell
Candela products through Syneron non-core physician distribution, as well as
the fact that were committed to both brands. We will maintain both the Candela
and Syneron brands.
In terms of growth areas, we have several
exciting things. We have a relationship with Procter & Gamble. We have
a strategic partnership through our home use devices. And we also have other
aesthetic initiatives that were very soon to launch in the area of skin
lightening. And when we look at Asian populations, this is again a market
opportunity greater than $10 billion in market size, as well as our efforts in
dental and teeth lightening. We believe all will fuel our growth in the future.
In terms of the top line, right now our
trailing 12-month top line is 186 million compared to our nearest competitor,
which is roughly around $100 million. We also see our strong balance sheet as
an advantage, not having any debt, $240 million in cash. Both companies are
very well positioned in terms of operating expense. We both went through a
series of reductions as a result of the macroeconomic conditions just within
the last six to nine months. Our recurring revenue from service and consumables
also, we believe, is a major strength. And we see this transaction being
accretive, and the post-integration environment will also be one next year of
significant opportunity.
As market leader, we offer a comprehensive
product portfolio, best worldwide channel-to-market capability,
well-established brand names, a very rich product pipeline in fast,
rapidly-growing segments, a balance of revenue mix both inside the US, outside
the US, as well as in the core and non-core, attractive financial profiles, and
we expect the merger to be completed on or around the year 2009at the end of
this year, excuse me.
Id like to Jerry Puorro and Fabian Tenenbaum
to join me and answer any questions. Yes?
Q:
Hi, thanks, Ill
start. Can you give us a little bit more color on some of the synergies that
you expect next year in the deal?
Fabian:
Yeah. In our
previous call where we announced the transaction, we essentially said that the
company will be initially focused at really maintaining the strength of the two
companies, making sure that we can maintain top line and continue and capture
additional market share. I think thats where well be initially focused. That
being said, we obviously think there are very compelling synergies between the
two companies. Our first year together, 2010, well probably see some initial
synergies from low-hanging fruit in G&A. There may be a bit more in
streamlining the rest of the operation. And then as we go deeper into 2011 and
beyond, we do indeed see some bigger opportunities once the company is fully
integrated. I think 2011 and beyond, we can estimate that well be able to
capture north of $10 million in synergies, but initially out of the gate, that
will not be our focus.
Q:
And one
question for me, just on the current kind of market conditions. What weve seen
with some of your competitors already that have reported has been actually been
some sequential declines in the September quarter versus the June quarter.
I imagine that could be seasonality. But Im wondering if you can just talk to
where we are in the market. Have we really bottomed, in your opinion? And then
where you think we might be going in terms of just broader kind of market
growth here over the next 12 months or so?
Fabian:
Ill make a
brief comment on seasonality, and then I think maybe Lou and Jerry would like
to comment on where we are in the market. But Q3 or the summer quarter is and
always has been, in this industry, typically a very weak quarter. You have the
summer in Europe where theyre officially out for vacation for two months. You
have a lot of your own staff on vacation those two months, and you have kids
going back to school. So it is tried and true that it is the softest quarter of
the year. I dont know, Jerry, if youd like toJerry or Lou, comment on where
we are.
Jerry:
Well, let me
comment on the core market, where weve had our strength. Certainly we were not
immune to the macroeconomic conditions, the stifling credit market. Having said
that, the core physiciansmany of them, if not all of them, have very mature
practices. They combine medical practice with aesthetic practice. So they are
more likely to be a 700 credit score with a good balance sheet and a few
consecutive years of good tax returns, so and so. They had less trouble getting
credit as such the first three quarters of our fiscal year. We showed some
modest top-line growth. Our most recent summer quarter, we saw flat
year-over-year growth. So we think the core market in summary has bottomed out
and were beginning in a very modest way to see it tweaking back. And the docs
are telling us that some of their customers are starting to come back, and thats
part and parcel to it as well. And Lou, I think, can speak to the non-core much
better than I.
Louis:
Weve seen an
increase in quote activity coming off of Q2. Theres a buzz in the market
around some of the new procedures, the sublative rejuvenation and the next
generation of VelaShape and VelaShape II that weve introduced. The new
business model seems to have traction. Its at the right price point. The value
proposition in terms of the cost of acquisition and cost of ownership seems to
have appeal to the type of procedure that a doctor whos looking to build an
aesthetic practice or to stimulate his aesthetic practice, the story seems to
resonate.
Q:
Is it fair to
say that if we think about the kind of 186 million in proforma trailing 12
months revenues, that if we think forward 12 months, its going to be higher
than that?
Louis:
We believe so.
Q:
Thank you, two
questions. One of the lessons of the last year has been that the traditional
has held up much better than the non-traditional when asked what you and
Candela held up much better than most companies in terms of sales. I wanted to
get your sense of how you view your focus in the future, traditional versus
non-traditional. And the second question is, what are you going to do with all
that cash?
Louis:
Ill take the
first part of it. I think this inflection in the market over the last year has
been a really important one. I think the opportunity to go back to the core, weve
set apart several strategic initiatives, several technologies, to prove from a
scientific basis, to prove from an efficacy basis, that Syneron does have
products appropriate across segments, and so were gaining credibility in that
marketplace. Its nice to have that real estate, very important to be in case
of a market shake-out, whichweve seen a classic market shake-out in the last
12 months. And certainly building upon the relationships and the respect that
Candela has gained in that marketplace, we believe, is going to give us
leverage in the non-core marketplace as we begin to differentiate our products
and as that segment in the marketplace responds.
Jerry:
And Fabian is
more in tune with the cash than I. But suffice to say, if you just look back a
couple of weeks at an acquisition that Syneron made, it was for a technology
that is not in the market, that we dont have, that others would like to have,
and we think it is a transforming technology. Youre looking at a company now
thats going to become technologically agnostic. It will have laser, it will
have RF, it will have ultrasound, it will have intense pulse light, and if the
opportunity presents itself, its our sense that cash could come to good use.
Fabian:
Yeah, I think
that pretty much captures the essence. As you know, Syneron enjoys a unique
tax-free status and we pay no taxes on operating income. This has obviously
helped us tremendously to generate the cash position that we have today. And I
agree with Jerrys comments. I think we see a lot of opportunities in the
market right now for bolt-on technologies and other type of technologies or
products that we could bring on board. We now have the undisputed, I believe,
best channel to market both in the US and outside of the US. We have the cash
balance to afford these kind of acquisitions. And as weve shown recently, we
have the appetite to make these acquisitions if theyre at the right value, and
I think thats where well put our cash to work.
Louis:
And certainly
having a balance now and having this opportunity to create a company which is
balanced from the revenue sources, I think, is very meaningful to the future as
well.
Q:
Going back justagain,
just thinking about this 186 million number, this trailing 12-month number, if
I think about two areas where maybe things could move around a little bit,
positive or negative, you have one potential area, which is product overlap,
and then another potential area which is outside the US, geographical
distribution or a direct sales model. In terms of product overlap, do you thinkor
to what extent do you think you could see some sales losses because of that?
And in terms of the geography, what should we think there, perhaps positively,
if you start going to a direct model in some areas? Obviously, this sales
number could look better, at least for a short period of time, as you move from
distributor sales.
Louis:
Well, wein
practical termsits a very, very important question. In practical terms, when
Jerry looks at his lost business report, he doesnt see Syneron, and when we
look at ours, we dont see Candela. We were before living in two different
worlds. We were living in the non-core and Candela was a major player, if not
the leader, in the core business. When we go and we look through the database
and see who is selling what, we find a limited number of accounts. We find only
180 accounts out there that both companies have a product in front of a
customer. So we see opportunity for cross-selling that were going to do
artfully, and we have some very interesting ways to go to market in the future
that we think is going to pull some products through in the areas of body
contouring as well as facial rejuvenation, so we see revenue enhancements
there. And if we look at the global/outside the US market, we have markets
right now that, at Syneron, were somewhere in between a distributor. Lets use
Spain as an example. With Spain, we have 600 devices out there. Were somewhere
in between a distributor. And Candela has probably the most well-recognized,
most reputable infrastructure in this subsidiary in Iberia. We see immediate
upside in terms of margins, we see immediate upside in terms of buying share,
focus on a given product category, the ability to capture service revenue, and
the ability in various markets to have the right distribution. We can use that
as an example. Germany, where we dont have a distributor right now, Candela
has a subsidiary. Theyre certainly absorbing some of the overhead in the
subsidiary, having overall effectiveness. Those opportunities are right in
front of us. And also, having the ability to have two distributors in a
marketplace is appropriate in some cases as well. Were doing a very careful,
detailed look at where the opportunities lie, and off of that, we came
up with 15 different ways clear-cut,
distinct ways to enhance revenue. Right now its a market share gain. Its a
competitive environment. We want to make it so the customer knows who to call
from day one to get a given product or service, and so were putting the time
into the planning and were going to make sure that the execution is really
where its all at the end of the day.
Q:
Thecan you
talk about the combined view of the companies regarding the Palomar lawsuit,
and Id say from the vantage point oftheir patents have been revalidated and
theyve beaten everybody else, so its not quite clear to anyone why you wouldnt
just want to..
Jerry:
I can only
comment, to this point theyve not beaten anyone in court. To that extent,
however, thethey have requested the Boston Federal District Court to remove
the stay, and thats pendingthats a pending motion in front of the judge. And
thats about all I can comment on it.
Q:
Exposure to
potential damages and
Fabian:
No, there isnt
much that we can comment in addition to what Jerry noted. I believe that
Candela has recently filed their annual report, and all those disclosures
regarding all the lawsuits are there. There isnt much that we can add beyond
that.
Louis:
We took a very
careful look at this. We had our eyes wide open going into this situation and
moving ahead with the merger with Candela.
Q:
Are you still
planning to go to court with it? You dont know?
Louis:
Its a business
decision.
Q:
Okay.
Q:
One final
question for me, and I think we might have to wrap it up after this. Im going
to again reference the 186 million trailing 12-month revenue number. If you can
just give us a sensein terms of that number, what percent of thatthose sales
are recurring revenues in nature, whether service or otherwise? And then what
your thoughts are for the proforma company in the next year or the next few
years as to where you can get with recurring revenues as a percentage of those
sales.
Louis:
The trailing
12-month portion of revenues coming on a recurring basis is approximately 21
percent on a proforma company. We like to target in 2012 in excess of 30
percent of our revenues coming on a recurring basis, so we have very ambitious
plans there. We implemented at Syneron a recurring revenue model earlier in
2009. Were beginning to seewe have traction in North America. Were beginning
to see traction outside the US. This complements the Candela significant
numbers that theyve generated historically through their service, accessories,
and other business-related.
Q:
Very good,
thank you very much.
Answer:
Thank you.
END
IMPORTANT
ADDITIONAL INFORMATION
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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