The firm is investigating the following transaction on behalf of shareholders.
In a transaction that creates one of the world's premier aesthetic laser and light-based companies, Cynosure, Inc. and Palomar Medical Technologies, Inc. announced that they have signed a definitive agreement, pursuant to which Cynosure will acquire Palomar in a cash and stock transaction valued at approximately $294 million.
Transaction Terms
Palomar shareholders will receive $13.65 per share of Palomar common stock: $6.825 per share in cash and $6.825 per share in Cynosure common stock (subject to adjustment and collar provisions described in the definitive agreement). Cynosure will issue approximately 5.2 million shares in the transaction and fund the approximately $147 million in cash consideration through existing cash balances.
The acquisition price of $13.65 represents a premium of approximately 23% above Palomar's average closing price and a premium of approximately 34% over Palomar's average enterprise value (excluding cash) since the announcement of Palomar's 2012 year-end results on February 7, 2013.
The acquisition is expected to be accretive to Cynosure in calendar 2014 with the implementation of $8 million to $10 million in projected synergies. The combined company will have approximately $87 million in cash and no debt on a pro forma basis for the transaction as of December 31, 2012. The transaction has been unanimously approved by the board of directors of each company and is expected to close in the third quarter of 2013.
The transaction is subject to customary closing conditions, including Cynosure and Palomar shareholder approval and regulatory approvals. It is anticipated that the transaction will be tax free to Palomar shareholders with respect to the stock component of the deal consideration. Upon completion of the transaction, Cynosure shareholders will own approximately 77% and Palomar shareholders will own approximately 23% of the combined company.
Upon completion of the transaction, Davin will serve as Chairman and Chief Executive Officer; Caruso will join Cynosure's Board of Directors as Vice Chairman and will serve as President; and Timothy Baker will serve as EVP, Chief Operating Officer and Chief Financial Officer. Cynosure ultimately plans to relocate its headquarters from Westford, Massachusetts to Palomar's owned facility 15 miles away in Burlington, Massachusetts.
If you are a current shareholder and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.
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