An affiliate of funds advised by Apax Partners have agreed to acquire all of the outstanding shares of Syneron Medical, also known as Syneron Candela, for $11.00 per share in cash in a transaction valued at about $397m.
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.