Syneron Medical Ltd. Successfully Completes Merger With Candela Corporation
January 05 2010 - 11:03AM
Marketwired
Syneron Medical Ltd. (NASDAQ: ELOS), an innovator in the
development, marketing and sales of elos(TM) combined-energy
medical aesthetic devices and Candela Corporation (NASDAQ: CLZR), a
pioneer in the development of medical and aesthetic laser based
technologies and systems, today announced the successful closing of
their merger. The closing of the merger follows the special meeting
held on January 5, 2010 where Candela shareholders voted in favor
of the proposed merger agreement. As previously announced in
September 2009, the merger received unanimous approval by the
Boards of Directors of both companies.
Lou Scafuri, Chief Executive Officer of Syneron, commented, "We
are very pleased to successfully complete the merger with Candela,
representing the execution of our strategy to expand our product
portfolio with synergistic and innovative technologies. The
combination of Candela and Syneron creates the largest aesthetic
medical device company, with an unparalleled global distribution
footprint and a balanced mix of core and non-core physician
customers that vastly enhances our competitive position. We believe
there is tremendous opportunity to drive long-term growth and
market leadership over the next several years."
Scafuri continued, "We are fortunate to have Gerard E. Puorro,
Chief Executive Officer of Candela join our Board of Directors and
to have other key executives from Candela join our management team
as we collaboratively work to position Syneron as the global leader
in the aesthetic device sector."
Fabian Tenenbaum, Syneron's Chief Financial Officer, noted, "As
we enter the initial post-merger period we will focus on achieving
cost savings through synergies and reduced operating expenses at
both companies. We believe these cost saving programs, which are
already in place, will position the company to be profitable and
the transaction to be accretive to earnings as the global economic
environment strengthens. We are especially pleased with the
enhancement the merger provides to our business model, where we
expect to increase recurring revenue as we grow sales derived from
consumables and ongoing services. With no debt and a robust cash
position, we have significant financial strength that
advantageously positions us to continue investing in our long-term
growth."
Transaction Terms
Under the terms of the merger agreement, Candela shareholders
will receive 0.2911 ordinary shares of Syneron for each share of
Candela common stock they own. Syneron will issue approximately 6.7
million shares to acquire Candela. Upon completion of the
transaction, Syneron shareholders will own approximately 80 percent
of the combined company and Candela shareholders will own
approximately 20 percent.
Syneron will maintain its corporate headquarters in Israel and
North American office in Irvine, CA. Candela will continue to
operate as a wholly-owned subsidiary of Syneron and maintain its
offices in Wayland, MA, as well as subsidiary operations in
Australia, France, Germany, Italy, Japan, Portugal, Spain and the
United Kingdom. Candela has applied to delist its shares from
NASDAQ.
Advisors
In connection with the transaction, Leerink Swann LLC is acting
as exclusive financial advisor to Syneron, with Gross,
Kleinhendler, Hodak, Halevy, Greenberg & Co. and Morrison &
Foerster LLP serving as its legal counsel. Houlihan Lokey is acting
as exclusive financial advisor to Candela, and Goodwin Procter LLP
as legal counsel.
About Syneron Medical Ltd.
Syneron Medical Ltd. (NASDAQ: ELOS) is the leading global
aesthetic device company with a comprehensive product portfolio and
a global distribution footprint. The Company's technology enable
physicians to provide advanced solutions for a broad range of
medical-aesthetic applications including body contouring, hair
removal, wrinkle reduction, rejuvenation of the skin's appearance
through the treatment of superficial benign vascular and pigmented
lesions, and the treatment of acne, leg veins and cellulite. The
Company sells its products under two distinct brands, Syneron and
Candela. Founded in 2000, the corporate, R&D, and manufacturing
headquarters for Syneron Medical Ltd. are located in Israel.
Syneron also has R&D and manufacturing operations in the US.
The company markets and services and supports its products in 86
countries. It has offices in North America, France, Germany, Italy,
Portugal, Spain, UK, Australia, China, Japan, and Hong Kong and
distributors worldwide. Additional information can be found at
www.syneron.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Any statements contained in this document regarding future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Further, 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 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; as well as
the risks set forth in Syneron Medical Ltd.'s most recent Annual
Report on Form 20-F, and the other factors described in the filings
that Syneron Medical Ltd. makes with the SEC from time to time. If
one or more of these factors materialize, or if any underlying
assumptions prove incorrect, 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 Syneron Medical Ltd. as of the date of
this document. Syneron Medical Ltd. anticipates that subsequent
events and developments will cause its expectations and beliefs to
change. However, while Syneron Medical Ltd. may elect to update
these forward-looking statements publicly in the future, it
specifically disclaims any obligation to do so. The forward-looking
statements of Syneron Medical Ltd. do not reflect the potential
impact of any future dispositions or strategic transactions that
may be undertaken. These forward-looking statements should not be
relied upon as representing Syneron Medical Ltd.'s views as of any
date after the date of this document.
Syneron Contacts: Fabian Tenenbaum Chief Financial Officer + 972
73 244 2283 Email: Email Contact Judith Kleinman VP Investor
Relations +972 54 646 1688 Email: Email Contact Nick Laudico/R.J.
Pellegrino The Ruth Group 646-536-7030/7009 Email: Email
Contact/Email Contact
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