Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
February 14 2017 - 6:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
CYNOSURE,
INC.
(Name of Subject Company)
CYNOSURE, INC.
(Name of Person Filing Statement)
Class A
Common Stock, $0.001 par value per share
(Title of Class of Securities)
232577205
(CUSIP Number
of Class of Securities)
Michael R. Davin
President, Chief Executive Officer and Chairman of the Board
Cynosure, Inc.
5
Carlisle Road
Westford, Massachusetts 01886
(978) 256-4200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing
statement)
With Copies to:
Hal J. Leibowitz
Jason
L. Kropp
Andrew R. Bonnes
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
Massachusetts 02109
(617) 526-6000
☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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On February 14, 2017, Cynosure, Inc. (Cynosure) and Hologic, Inc. (Hologic) issued a
joint press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the terms of the Merger Agreement, Minuteman Merger Sub, Inc., a wholly owned subsidiary of Hologic
(Purchaser), will commence a tender offer (the Offer) to purchase all of the issued and outstanding shares of the Class A Common Stock, par value $0.001 per share, of Cynosure, at a price per share of $66.00, net to the
seller in cash, without interest, subject to any required withholding of taxes. Upon completion of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will be merged with and into
Cynosure, with Cynosure surviving as a wholly owned subsidiary of Hologic.
A copy of the press release was filed as Exhibit 99.1 to Cynosures
Current Report on 8-K filed with the SEC on February 14, 2017, and is incorporated herein by reference.
Additional Information
The tender offer has not yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell any securities. At the time the
tender offer is commenced, Hologic will file with the Securities and Exchange Commission (SEC) a Tender Offer Statement on Schedule TO, and Cynosure will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
tender offer. Cynosure stockholders and other investors are strongly advised to read the tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents that have yet to be filed)
and the Solicitation/Recommendation Statement because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement and the Solicitation/Recommendation
Statement will be available for free at the SECs website at www.sec.gov. Free copies of these materials and other tender offer documents will be made available by the information agent for the tender offer.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, Cynosure and Hologic file annual, quarterly
and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by the parties at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference room. The parties filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at
www.sec.gov.
Forward-Looking Statements
This
document contains forward-looking statements relating to the acquisition of Cynosure by Hologic. Statements regarding the timing and the closing of the transaction, the expected benefits and synergies of the transaction, prospective
performance and future business plans, and future opportunities for the combined company, and any assumptions underlying any of the foregoing, are forward-looking statements. Any statements that are not statements of historical fact (including
statements containing the words believes, plans, anticipates, expects,
estimates and similar expressions) should also be considered to be forward looking statements. These statements are based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from the parties expectations and projections. Risks and uncertainties include, among other things, uncertainties
regarding the timing of the closing of the transaction; uncertainties as to how many of Cynosures stockholders may tender their stock in the tender offer; the possibility that various closing conditions to the tender offer and merger
transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the transaction; the outcome of any legal proceedings that may be instituted in connection
with the transaction; that the integration of Cynosures business into Hologic is not as successful as expected; the failure to realize anticipated synergies and cost savings; the failure of Hologic to achieve the expected financial and
commercial results from the transaction; a decrease in demand for procedures performed with Cynosure products and for Cynosure products themselves; increased competition in the aesthetic laser industry; Cynosures ability to develop and
commercialize new products; Cynosures reliance on sole source suppliers, the inability to accurately predict the timing or outcome of regulatory decisions; other business effects, including effects of industry, economic or political conditions
outside either companys control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in Cynosures and Hologics periodic reports filed with the SEC including the
factors set forth in their most recent annual reports on Form 10-K and quarterly reports on Form 10-Q, the Tender Offer Statement on Schedule TO and other tender offer documents to be filed by Hologic, and the Solicitation/Recommendation Statement
on Schedule 14D-9 to be filed by Cynosure. These forward-looking statements reflect Cynosures expectations as of the date of this document. Cynosure undertakes no obligation to update the information provided herein.
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