Syneron Medical (ELOS) and Candela (CLZR) Close Merger
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Syneron Medical Ltd. (NASDAQ: ELOS) 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."
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.
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.
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."
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.
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.
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