Apax to buy Syneron Candela for $11 per share

Apax Partners has agreed to acquire Syneron Candela, an aesthetic device company, for $11 per share or about $397 million. Barclays is serving as exclusive financial adviser to Syneron Candela while J.P. Morgan is serving as financial adviser to Apax Partners.

PRESS RELEASE

IRVINE, Calif. and LONDON, April 3, 2017 /PRNewswire/ — Syneron Medical Ltd. (NASDAQ: ELOS), a leading global non-surgical aesthetic device company, and Apax Partners, a leading global private equity advisory firm, today announced a definitive agreement under which an affiliate of funds advised by Apax Partners will acquire all of the outstanding shares of Syneron Candela for $11.00 per share in cash in a transaction valued at approximately $397 million. The per share acquisition price represents a 15% premium to Syneron Candela’s 90-day volume-weighted average closing price through March 31, 2017, and a 33% premium to Syneron Candela’s 90-day volume-weighted average closing price through February 10, 2017, the last trading day prior to media speculation of a transaction with funds advised by Apax.

“This acquisition is a strong recognition of Syneron Candela’s leadership in the aesthetic medical device market, its leading world-class technology and unique global footprint. These exceptional assets are a result of the many years of hard work of our skillful and dedicated employees all over the world. We are confident that Apax will add significant value and expertise as Syneron Candela executes on its growth strategy while delivering innovative technologies to our customers and patients. I also believe that this transaction represents a positive outcome for our shareholders,” said Dr. Shimon Eckhouse, the co-founder and Chairman of Syneron Candela.

Steven Dyson, Partner and Co-Head of Healthcare at Apax Partners, commented: “We have identified the medical aesthetics market as a highly attractive investment area given its long-term growth prospects. Syneron Candela is very well positioned to capture this opportunity, with its highly diversified geographic footprint, broad and market-leading products portfolio, exceptional R&D capabilities and cutting-edge technology. We are looking forward to partnering with the Syneron Candela team to continue its strong growth trajectory, and to seeing the even greater benefits it can deliver for customers and patients.”

The transaction is subject to customary closing conditions, including Syneron Candela shareholder approval and the receipt of certain regulatory approvals. The Syneron Candela Board of Directors has unanimously approved the transaction. Subject to standard fiduciary obligations, Dr. Shimon Eckhouse, who owns 7.4% of the Company, has entered into a customary voting agreement pursuant to which he has agreed to vote all of his shares in favor of the transaction. There are no financing conditions associated with the transaction.

The merger agreement includes a “go-shop” period which ends on May 9, 2017. During this period, Syneron Candela, with the assistance of Barclays, will actively solicit, evaluate and potentially enter into negotiations with respect to alternative proposals from third parties. There can be no assurance that this process will result in receipt of a superior offer or that any other transactions may be approved or consummated. Syneron Candela does not intend to disclose developments about this process unless and until its board has made a decision with respect to any potential superior proposal.

Barclays is acting as exclusive financial advisor to Syneron Candela. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. and Morrison & Foerster LLP are serving as legal advisors. J.P. Morgan is serving as financial advisor to Apax Partners and Simpson Thacher & Bartlett LLP and Meitar Liquornik Geva Leshem Tal are serving as legal advisors.

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.

About Apax Partners
Apax Partners is a leading global private equity advisory firm. Over its more than 30-year history, Apax Partners has raised and advised funds with aggregate commitments in excess of $46 billion*. Funds advised by Apax Partners invest in companies across four global sectors of Healthcare, Tech and Telco, Services and Consumer. These funds provide long-term equity financing to build and strengthen industry leaders. In the healthcare sector they have completed more than 80 investments, including in medical devices, pharmaceuticals and healthcare services. For further information about Apax Partners, please visit www.apax.com.

*Funds raised since 1981, commitments converted from fund currency to USD at FX rates as at December 2016.