Palomar Signs Memorandum of Understanding Regarding Settlement of Delaware Merger Litigation
June 10 2013 - 4:30PM
Palomar Medical Technologies, Inc. (Nasdaq:PMTI) today announced
that it has entered into a memorandum of understanding with
plaintiffs in the Delaware putative stockholder class action
lawsuits described in Palomar's definitive proxy statement, dated
May 23, 2013. The memorandum of understanding contemplates that the
parties will enter into a stipulation of settlement with respect to
the Delaware class action lawsuits. The stipulation of
settlement will be subject to customary conditions, including court
approval following notice to Palomar's stockholders. Pursuant
to the memorandum of understanding, Palomar will file with the U.S.
Securities and Exchange Commission a Current Report on Form 8-K
that will contain disclosure that supplements the definitive proxy
statement.
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.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements relating
to the expected settlement of the litigation described above. These
forward-looking statements are neither promises nor guarantees, but
involve 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
statements. These risk factors include, but are not limited to: the
risk that the parties will fail to enter into a stipulation of
settlement; the risk that the Court of Chancery will refuse to
approve any stipulation of settlement; and 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, as amended, 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 these forward-looking statements, which speak 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 statements 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 MERGER WITH
CYNOSURE AND WHERE TO FIND IT
In connection with the proposed merger, Cynosure has filed with
the SEC a Registration Statement on Form S-4 (File No. 333-187895),
as it may be amended from time to time, that includes the Proxy
Statement, which is a joint proxy statement of Cynosure and Palomar
that also constitutes a prospectus of Cynosure. The Registration
Statement was declared effective by the SEC on May 23, 2013.
Palomar and Cynosure also have filed and plan to file other
relevant documents with the SEC regarding the proposed merger.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION.
You may obtain a free copy of the Proxy Statement and other
relevant documents filed by Cynosure and Palomar with the SEC 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 merger. Information about Cynosure's
directors and executive officers is available in the Proxy
Statement under the heading "Information About Cynosure's
Directors, Officers and 5% Stockholders." As of May 21, 2013,
Cynosure's directors and executive officers beneficially owned
approximately 2.9 million shares, or 17.0%, of Cynosure's Class A
common stock. Information about Palomar's directors and executive
officers is available in Palomar's Amendment No. 1 on Form 10-K/A
filed on April 26, 2013 and in the Proxy Statement. As of May 21,
2013, Palomar's directors and executive officers beneficially owned
approximately 2.5 million shares, or 11.8%, of Palomar's common
stock. Additional information regarding the interests of Palomar's
directors and executive officers in the proposed merger, including
information relating to the acceleration of Palomar equity awards;
the election of Mr. Caruso 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 Proxy Statement under the heading
"Interests of Directors and Executive Officers of Palomar in the
Merger." Investors should read the Proxy Statement carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from Cynosure or Palomar using the
sources indicated above.
This press release 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.
CONTACT: Kerry McAnistan
Investor Relations Assistant
Palomar Medical Technologies, Inc.
781-993-2411
ir@palomarmedical.com
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