- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
23 Dezember 2009 - 10:52PM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 14A
|
(RULE
14a-101)
|
|
INFORMATION
REQUIRED IN PROXY STATEMENT
|
|
SCHEDULE
14A INFORMATION
|
|
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
x
|
|
Filed by a Party other than the
Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
|
CANDELA
CORPORATION
|
(Name
of Registrant as Specified In Its Charter)
|
|
N/A
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the
appropriate box):
|
x
|
No fee required.
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to
which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary
materials.
|
o
|
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.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
On
or about December 23, 2009, Candela Corporation (Candela) caused the
following letter from its Chief Executive Officer to be sent to certain of its
stockholders 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 and amended on November 23, 2009:
December 22,
2009
Dear Stockholder:
According to our
latest records, we have not yet received your proxy for the important Special
Meeting of Candela Corporation Stockholders to be held on January 5,
2010.
Your Board
of Directors unanimously recommends that shareholders return the enclosed proxy
card voting FOR all of the items on the agenda.
Since approval of
the merger agreement with Syneron Medical Ltd. requires the affirmative vote of
a majority of the outstanding shares,
your vote is important
,
no matter how many or how few shares you may own. Failure to vote has the same effect as a vote
against the merger agreement.
TIME IS
SHORT, AND YOUR VOTE IMPORTANT!
Please help your
company avoid the expense of further solicitation by
voting TODAY
by telephone,
via
the
Internet, or by signing, dating and returning the enclosed proxy card in the
postage-paid envelope provided.
Thank you for your
continuing support,
|
|
Gerard E. Puorro
|
|
President
and Chief Executive Officer
|
|
REMEMBER:
You can vote your shares by telephone, or
via
the Internet.
Please follow the easy instructions on the enclosed
card.
If you
have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
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.
Candela (MM) (NASDAQ:CLZR)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Candela (MM) (NASDAQ:CLZR)
Historical Stock Chart
Von Jun 2023 bis Jun 2024