WESTFORD, Mass. and
BURLINGTON, Mass., April 24, 2013 /PRNewswire/ -- Cynosure,
Inc. (NASDAQ: CYNO) and Palomar Medical Technologies, Inc. (NASDAQ:
PMTI) today announced that the 2013 Annual Meeting of Cynosure
Stockholders and the Special Meeting of Palomar Stockholders are
scheduled to be held on June 24,
2013. Cynosure and Palomar stockholders of record at the
close of business on May 21, 2013
will be entitled to notice of and to vote at the respective
stockholder meetings.
At the meetings the Cynosure and Palomar stockholders will be asked
to approve the acquisition of Palomar by Cynosure in a transaction
valued at approximately $294
million. The execution of the definitive agreement
related to the transaction was previously announced on March 18, 2013. Assuming Cynosure and
Palomar stockholders approve the transaction, the merger is
expected to close by the end of June
2013.
About Cynosure
Cynosure develops and markets aesthetic treatment systems that
are used by physicians and other practitioners to perform
non-invasive and minimally invasive procedures to remove hair,
treat vascular and pigmented lesions, remove multi-colored tattoos,
rejuvenate the skin, liquefy and remove unwanted fat through laser
lipolysis, reduce cellulite and treat onychomycosis. Cynosure's
products include a broad range of laser and other light-based
energy sources, including Alexandrite, pulse dye, Q-switched,
Nd:YAG and diode lasers, as well as intense pulsed light. Cynosure
was founded in 1991. For corporate or product information, visit
Cynosure's website at www.cynosure.com.
About Palomar
Palomar designs, produces and sells the most advanced cosmetic
lasers and intense pulsed light (IPL) systems to dramatically
improve the appearance of women's and men's skin. For over 15
years, Palomar has pioneered the science of using lasers and light
to improve appearances. As the industry's technology leader,
Palomar has invested in creating cosmetic laser and IPL systems
that put real value in the hands of physicians and other
professionals to benefit consumers. Thousands of physicians
worldwide trust and depend on Palomar technology to not only
introduce new aesthetic treatments such as advanced laser hair
removal, laser liposuction, skin resurfacing, acne, laser
treatments for scars, wrinkle treatment, stretch marks (striae),
and photofacials for pigmented and vascular lesions, but to also
make them robust, faster, more powerful, and more comfortable for
those being treated. In June 2009,
Palomar became the first company to receive a 510(k)
over-the-counter ("OTC") clearance from the FDA for a new,
patented, home-use, laser device for the treatment of fine lines
and wrinkles around the eyes (periorbital wrinkles). This OTC
clearance allows the PaloVia® Skin Renewing
Laser® to be marketed and sold directly to consumers
without a prescription. For more information on Palomar and
its products, visit Palomar's website at www.palomarmedical.com for
professional products or palovia.com for consumer products.
Safe Harbor Statement
This press release contains a forward-looking statement relating
to the expected closing of the merger transaction between Cynosure
and Palomar. This forward-looking statement is neither a
promise nor a guarantee, but involves risks and uncertainties that
may individually or mutually impact the matters herein, and cause
actual results, events and performance to differ materially from
such forward-looking statement. These risk factors include, but are
not limited to, failure to receive approval from the stockholders
of Palomar or Cynosure or to satisfy other conditions to the
parties' obligations to complete the merger, the risk that
competing offers for Palomar will be made and/or other factors,
which are detailed from time to time in Cynosure's and Palomar's
SEC reports, including their reports on Form 10-K for the year
ended December 31, 2012, any
subsequently filed quarterly reports on Form 10-Q and the Cynosure
Registration Statement on Form S-4 (File No. 333-187895). Readers
are cautioned not to place undue reliance on this forward-looking
statement, which speaks only as of the date hereof. Neither
Cynosure nor Palomar undertakes any obligation to release publicly
the result of any revisions to the forward-looking statement that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, Cynosure filed a
Registration Statement on Form S-4 (File No. 333-187895) with the
Securities and Exchange Commission ("SEC") on April 12, 2013. The Registration Statement
includes a joint proxy statement of Cynosure and Palomar that also
constitutes a prospectus of Cynosure. Palomar and Cynosure also
plan to file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC (IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the joint proxy statement/prospectus and other relevant documents
filed by Cynosure and Palomar with the SEC (if and when they become
available) at the SEC's website at www.sec.gov. You may also obtain
these documents by contacting Cynosure's Investor Relations
Department at (617) 542-5300 or CYNO@investorrelations.com, or by
contacting Palomar's Investor Relations Department at (781)
993-2411 or ir@palomarmedical.com.
Cynosure and Palomar and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about Cynosure's
directors and executive officers is available in the joint proxy
statement/prospectus under the heading "Information About
Cynosure's Directors, Officers and 5% Stockholders." As of
April 5, 2013, Cynosure's directors
and executive officers beneficially owned approximately 2.9 million
shares, or 17.1%, of Cynosure's Class A common stock. Information
about Palomar's directors and executive officers is available in
Palomar's proxy statement dated April 4,
2012 for its 2012 Annual Meeting of Stockholders and in the
joint proxy statement/prospectus. As of March 15, 2013, Palomar's directors and executive
officers beneficially owned approximately 2.7 million shares, or
13.1%, of Palomar's common stock. Additional information regarding
the interests of Palomar's directors and executive officers in the
proposed transaction, including information relating to the
acceleration of Palomar equity awards; the election of Joseph P. Caruso, Palomar's President, Chief
Executive Officer and Chairman of the Board of Directors, as
Cynosure's President and Vice Chairman of the Board of Directors;
amendments to existing Palomar employment agreements; a new
employment agreement between Cynosure and Mr. Caruso;
indemnification and insurance matters relating to Palomar directors
and executive officers; and golden parachute compensation, can be
found in the joint proxy statement/prospectus under the heading
"Interests of Directors and Executive Officers of Palomar in the
Merger." Investors should read the joint proxy statement/prospectus
carefully before making any voting or investment decisions. You may
obtain free copies of any documents described above from Cynosure
or Palomar using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the U.S. Securities Act of 1933, as amended.
Contacts:
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Scott
Solomon
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Kerry
McAnistan
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Vice
President
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Investor
Relations Assistant
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Sharon
Merrill Associates, Inc.
|
Palomar
Medical Technologies, Inc.
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617.542.5300
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781-993-2411
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cyno@investorrelations.com
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ir@palomarmedical.com
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SOURCE Cynosure, Inc.