IRVINE, Calif., May 10, 2017 /PRNewswire/ -- Syneron Medical
Ltd. (NASDAQ: ELOS) today announced the expiration of the 37-day
"go-shop" period under the terms of the previously announced merger
agreement, which was entered into on April
2, 2017, pursuant to which Syneron Candela will be acquired
by an affiliate of funds advised by Apax Partners (the "Merger
Agreement"). Under the Merger Agreement, Syneron Candela and
its representatives were permitted to solicit and engage in
negotiations with respect to alternative acquisition proposals
until 11:59 p.m. (Israeli Time) on
May 9, 2017.
During the "go-shop" period, Syneron Candela, with the
assistance of Barclays, engaged in an active and extensive
solicitation of 59 potential bidders, both strategic and financial,
which resulted in two potential bidders each negotiating and
entering into a confidentiality agreement with Syneron
Candela. Syneron Candela did not receive any alternative
acquisition proposals during the "go-shop" period, including from
the two parties who entered into confidentiality agreements and
subsequently confirmed they were not interested in pursuing an
acquisition of Syneron Candela.
Beginning at 12:00 a.m. (Israeli
Time) on May 10, 2017, Syneron
Candela became subject to customary "no-shop" provisions that limit
its and its representatives' ability to solicit alternative
acquisition proposals from third parties or to provide confidential
information to third parties, subject to customary "fiduciary out"
provisions.
The acquisition is expected to be completed during the third
quarter of 2017, subject to Syneron Candela shareholder approval
and the satisfaction of other customary closing conditions.
About Syneron Candela
Syneron Candela is a leading
global non-surgical aesthetic device company with a comprehensive
product portfolio and a global distribution footprint. The
Company's technology enables physicians to provide advanced
solutions for a broad range of medical-aesthetic applications
including body contouring, hair removal, wrinkle reduction, tattoo
removal, women's intimate health, improving 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 has a wide portfolio of trusted, leading products including
UltraShape Power, VelaShape, CO2RE, CO2RE
Intima, GentleLase, VBeam Perfecta, PicoWay, Profound and elōs
Plus.
Founded in 2000 and headquartered in Israel, Syneron Candela has R&D and
manufacturing operations in Israel
and the U.S. The company markets, services and supports its
products in nearly 100 countries. It has offices in North America, France, Germany, Italy, Portugal, Spain, UK, Australia, China, Japan,
and Hong Kong and distributors
worldwide.
Forward Looking Statements
This news release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Such forward-looking statements include statements
regarding the expected timing of the proposed acquisition. Such
"forward looking statements" involve known and unknown risks,
uncertainties and other factors that may cause actual results or
performance to differ materially from those projected.
Achievement of these results by the Company may be affected by many
factors, including, but not limited to, risks and uncertainties
regarding the ability to close the proposed transaction on the
proposed terms and within the anticipated time period, or at all,
which is dependent on the parties' ability to satisfy certain
closing conditions, including shareholder and regulatory approvals;
the risk that the benefits of the potential transaction may not be
fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
risk that the Company's business may not perform as expected;
as well as general economic conditions . Additional information
regarding these and other factors is contained in the Company's
filings with the SEC, including those described in the Company's
most recent Annual Report on Form 20-F. The statements made by the
Company are based upon management's current expectations and
the Company undertake no obligation to publicly update or revise
any forward-looking statements to reflect events or circumstances
that may arise after the date of this release except as required by
law.
For additional information, please visit
http://www.syneron-candela.com.
Important Additional Information about This Transaction and
Where to find it
In connection with the proposed
transaction, Syneron Candela filed a preliminary proxy statement on
Form 6-K with the SEC. It will mail a definitive proxy statement
and proxy card to its shareholders and furnish a copy of those
materials to the SEC on Form 6-K. Shareholders of Syneron Candela
are urged to read the definitive proxy statement and the other
relevant material when they become available because they will
contain important information about Syneron Candela, Apax Partners,
the proposed transaction and related matters. Shareholders are
urged to carefully read the definitive proxy statement and other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed
transaction. The definitive proxy statement (when available) may be
obtained for free at the SEC's website at www.sec.gov. In addition,
the definitive proxy statement will be available, without charge,
at Syneron Candela's website at http://www.syneron-candela.com.
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SOURCE Syneron Medical Ltd.