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 percent premium to Syneron Candela's 90-day volume-weighted average closing price through March 31, 2017, and a 33 percent 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.
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 percent 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.