CYNOSURE, INC. (NASDAQ:CYNO) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
|
Completion of Acquisition or Disposition of Assets. |
The disclosure under the Introductory Note and Item 3.01 are
incorporated herein by reference. The Offer and all withdrawal
rights thereunder expired at the end of the day, 12:00 midnight,
Eastern time, on March21, 2017. American Stock Transfer Trust
Company, LLC, the depositary for the Offer (the Depositary), has
advised Parent and Purchaser that, as of the expiration of the
Offer, an aggregate of approximately 17,047,830 Shares were
validly tendered and not validly withdrawn to the Offer,
representing approximately 70.6% of Shares then outstanding.
Purchaser accepted for payment all Shares that were validly
tendered and not validly withdrawn to the Offer, and payment of
the Offer Price for such shares will be promptly made by the
Depositary.
On March22, 2017, to the terms of the Merger Agreement and in
accordance with Section 251(h) of the Delaware General
Corporation Law, Purchaser merged with and into the Company with
the Company being the surviving corporation (the Merger).
Upon completion of the Merger, the Company became a wholly owned
subsidiary of Parent.
to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding Share (other than Shares
owned by (i)the Company, Parent, Purchaser, or any other
subsidiary of Parent, which Shares were cancelled and ceased to
exist, (ii)any subsidiary of the Company, which Shares were
converted into such number of shares of common stock of the
surviving corporation so as to maintain relative ownership
percentages, or (iii)stockholders who validly exercised appraisal
rights under Delaware law with respect to such Shares) was
automatically cancelled and converted into the right to receive
an amount in cash equal to the Offer Price.
to the terms of the Merger Agreement, as of immediately prior to
the Effective Time, (i)each then-outstanding Company stock option
vested in full and was automatically cancelled and converted into
a right to receive the Offer Price (less the applicable exercise
price) in respect of each Share underlying such stock option,
(ii)each then-outstanding Company restricted stock unit award
vested and was automatically cancelled and converted into the
right to receive the Offer Price in respect of each Share
underlying such restricted stock unit award, and (iii)each
then-outstanding Company performance stock unit award vested and
was automatically cancelled and converted into the right to
receive the Offer Price in respect of the maximum number of
Shares underlying such performance stock unit award.
The aggregate consideration for the Offer and the Merger was
approximately $1.46billion, net of cash acquired and without
giving effect to Parents related transaction fees and expenses.
Parent funded the payment of Shares validly tendered in the Offer
from Parents available cash on hand.
The foregoing description of the Offer, the Merger and the Merger
Agreement and the transactions contemplated thereby is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company with the SEC on
February14, 2017 and which is incorporated herein by reference.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March22, 2017, in connection with the consummation of the
Merger, the Company (i)notified the NASDAQ Stock Market
(NASDAQ) of the consummation of the Merger and
(ii)requested that NASDAQ (a)halt trading in the Shares for
March22, 2017 and suspend trading of the Shares effective
March22, 2017 and (b)file with the SEC a Form 25 Notification of
Removal from Listing and/or Registration to delist and deregister
the Shares under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act). The Company intends
to file a certification on Form 15 with the SEC requesting the
deregistration of the Shares and the suspension of the Companys
reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 2.01,
Item 3.01 and Item 5.03 of this Current Report on Form8-K are
incorporated herein by reference.
Item5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01,
Item 3.01 and Item 5.03 of this Current Report on Form8-K are
incorporated herein by reference.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the terms of the Merger Agreement, each of
Michael R. Davin, Brian M. Barefoot, Ettore V. Biagioni, William
O. Flannery, Marina Hatsopoulos and Thomas H. Robinson resigned
from his or her respective position as a member of the Companys
Board of Directors, and any committee thereof, effective at the
Effective Time.
Effective as of the Effective Time, Patricia K. Dolan, Marci J.
Lerner and Karleen M. Oberton became the sole directors of the
Company.
The officers of the Company immediately prior to the Effective
Time continue to serve as the officers of the Company (as the
surviving corporation).
| Item5.03. |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Merger Agreement, the certificate of
incorporation and bylaws of the Company were amended and restated
in their entirety, effective as of the Effective Time. Copies of
the Companys amended and restated certificate of incorporation
and amended and restated bylaws are included as Exhibits 3.1 and
3.2 hereto, respectively, and each of which is incorporated by
reference herein.
Item8.01. Other Events.
On March22, 2017, Parent issued a press release relating to the
expiration of the Offer and the consummation of the Merger. The
press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index attached to this Current Report on Form
8-K, which is incorporated herein by reference.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| CYNOSURE, INC. | ||||||
| Date:March 23, 2017 | By: |
/s/ Michael R. Davin |
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Michael R. Davin President |
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as of February14, 2017, by and among Cynosure, Inc., Hologic, Inc. and Minuteman Merger Sub, Inc. (Incorporated by reference to the exhibits to the Companys Current Report on Form 8-K filed February14, 2017)* |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Cynosure, Inc. |
|
| 3.2 | Amended and Restated Bylaws of Cynosure, Inc. | |
| 99.1 |
Press Release of Hologic, Inc., dated March22, 2017 (Incorporated by reference to Exhibit (a)(1)(J) to Amendment No.7 to the Schedule TO filed on March22, 2017 by Hologic, Inc. and Minuteman Merger Sub, Inc.) |
| * | Schedules have been omitted |
About CYNOSURE, INC. (NASDAQ:CYNO)
Cynosure Inc. (Cynosure) develops and markets aesthetic treatment systems that enable plastic surgeons, dermatologists and other medical practitioners to perform procedures to remove hair, treat vascular and benign pigmented lesions, remove multi-colored tattoos, revitalize the skin, reduce fat through laser lipolysis, reduce cellulite, clear nails infected by toe fungus, ablate sweat glands and improve gynecologic health. The Company operates through aesthetic treatment products and services segment. It markets radiofrequency (RF) energy sourced medical devices for precision surgical applications, such as facial plastic and general surgery; gynecology; ear, nose and throat procedures; ophthalmology; oral and maxillofacial surgery; podiatry, and proctology. The Company’s product portfolio utilizes a range of energy sources, including Alexandrite, diode, neodymium-doped yttrium aluminum garnet (Nd: YAG), pulse dye, Q-switched lasers, intense pulsed light and RF technology. CYNOSURE, INC. (NASDAQ:CYNO) Recent Trading Information
CYNOSURE, INC. (NASDAQ:CYNO) closed its last trading session at 66.00 with 704,106 shares trading hands.