Syneron Medical Adopts Shareholder Rights Plan
11 Noviembre 2008 - 3:10PM
Marketwired
Syneron Medical Ltd. (NASDAQ: ELOS), an innovator in the
development, marketing and sales of elos(TM) combined-energy
medical aesthetic devices, today announced that its board of
directors adopted a shareholder rights plan. The shareholder rights
plan is designed to protect against any potential future use of
coercive or abusive takeover techniques designed to gain control of
the Company and its capital without full and fair value being paid
to all of the Company's shareholders. The shareholder rights plan
was adopted following evaluation and consultation with outside
advisors in consideration of the Company's current low valuation
and strong cash position.
In connection with the adoption of the shareholder rights plan,
the Company's board of directors declared a dividend of one right
for each ordinary share of the Company held by shareholders of
record as of the close of business on November 9, 2008. Initially,
these rights will not be exercisable and will trade with the
ordinary shares of the Company. Under the plan, these rights will
generally be exercisable only if a person or group acquires
beneficial ownership of 15 percent or more of the Company's
ordinary shares or commences a tender or exchange offer for 15
percent or more of the Company's ordinary shares, except if such
person or group has become an "Acquiring Person" pursuant to an
offer approved by the majority of the board of directors. If a
person or group acquires beneficial ownership of 15 percent or more
of the Company's ordinary shares (except if such person or group
has become an "Acquiring Person" pursuant to an offer approved by
the majority of the board of directors), each right will generally
entitle the holder, other than the acquiring person or group, to
acquire, for the exercise price of $0.01 per share (subject to
adjustment as provided in the plan), two (2) ordinary shares of the
Company. In addition, if, after a person acquires such ownership,
the Company engages in a merger in which it is not the survivor or
its ordinary shares are changed or exchanged, or sells or transfers
more than 50 percent of its assets or earning power, each right
will generally entitle the holder, other than the acquiring person
or group, to acquire, for the exercise price of $0.01 per share
(subject to adjustment as provided in the plan), two (2) times the
shares of the acquiring company to which each of the shareholders
of the Company is entitled to for each ordinary shares.
The Company's board of directors may redeem the rights at a
price of $.0001 per right at any time up to ten days after a person
or group acquires beneficial ownership of 15 percent or more of the
Company's ordinary shares. The rights plan will continue in effect
until November 9, 2009 unless earlier redeemed or amended by the
Company's board of directors.
Shareholders are not required to take any actions to receive the
rights distribution. Until the rights become exercisable,
outstanding share certificates will represent both ordinary shares
of the Company and the rights.
The full text of the shareholder rights plan will be filed with
the Securities and Exchange Commission on a Form 6-K.
About Syneron
Syneron Medical Ltd. (NASDAQ: ELOS) manufactures and distributes
medical aesthetic devices that are powered by the proprietary,
patented elos combined-energy technology of Bi-Polar Radio
Frequency and Light. The Company's innovative elos technology
provides the foundation for highly effective, safe and
cost-effective systems that enable physicians to provide advanced
solutions for a broad range of medical-aesthetic applications
including hair removal, wrinkle reduction, rejuvenating the skin's
appearance through the treatment of superficial benign vascular and
pigmented lesions, and the treatment of acne, leg veins and
cellulite. Founded in 2000, the corporate, R&D, and
manufacturing headquarters for Syneron Medical Ltd. is located in
Israel. Syneron has offices and distributors throughout the world,
including North American Headquarters and Logistics Support Center
in Irvine, CA, and Asia-Pacific Headquarters in Hong Kong, which
provide sales, service and support. Additional information can be
found at www.syneron.com.
Forward-Looking Statement
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 relating to future events or our future performance, including
statements with respect to our expectations regarding, but not
limited to maintaining a leadership position in core markets.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance
or achievements expressed or implied in those forward-looking
statements, including, but not limited to the risk associated with
our ability to commercialize new products and identify new markets
for our technology; ability to manage our growth, competition and
pricing pressure, risks associated with our international
operations, risks associated with regulatory qualifications or
approvals, and risks related to our intellectual property. These
risks and other factors are summarized under the heading "Risk
Factors" in our Annual Report on Form 20-F/A for the year ended
December 31, 2007, filed with the Securities and Exchange
Commission on August 21, 2008. These factors are updated from time
to time through the filing of reports and registration statements
with the Securities and Exchange Commission. We do not assume any
obligation to update the forward-looking information contained in
this press release.
Syneron, the Syneron logo, and elos are trademarks of Syneron
Medical Ltd. and may be registered in certain jurisdictions. elos
(Electro-Optical Synergy) is a proprietary technology of Syneron
Medical Ltd. All other names are the property of their respective
owners.
For more information, please contact: Fabian Tenenbaum CFO +972
73 244 2329 email: Email Contact Judith Kleinman VP Investor
Relations +972 54 646 1688 email: Email Contact
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