Candela (CLZR) DEFA14A Additional proxy soliciting materials

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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On September 23, 2009, Candela Corporation (“Candela”), together with Syneron Medical Ltd., a company organized under the laws of the State of Israel (“Syneron”), first made the following presentation to investors and analysts in connection with its reaching an agreement with Syneron to combine Candela and Syneron through the merger of Syneron Acquisition Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Syneron, with and into Candela on the terms and subject to the conditions of an agreement and plan of merger, dated as of September 8, 2009:

CONFIDENTIAL CREATING A LEADING GLOBAL AESTHETIC DEVICE COMPANY September 2009 

Confidential SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Statements in this document regarding the proposed transaction between Candela Corporation and Syneron Medical Ltd., including, without limitation, the expected timetable for completing the transaction, statements related to the anticipated consummation of the proposed combination of Candela Corporation and Syneron Medical Ltd., the benefits of the proposed combination, the future financial performance of Syneron Medical Ltd. after the proposed combination, and any other statements regarding future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability of each of Candela Corporation and Syneron Medical Ltd. to satisfy the closing conditions and consummate the transaction, including obtaining the approval of the transaction by Candela Corporation’s stockholders; the risk that the businesses may not be integrated successfully; the risk that the transaction may involve unexpected costs or unexpected liabilities; the risk that synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that disruptions from the transaction make it more difficult to maintain relationships with customers, employees, or suppliers; and the other risks set forth in Candela Corporation and Syneron Medical Ltd.’s most recent Annual Report on Form 10-K and Form 20-F, respectively, as well as the other factors described in the filings that Candela Corporation and Syneron Medical Ltd. make with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, Candela Corporation and Syneron Medical Ltd.’s actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. In addition, the statements in this document reflect the expectations and beliefs of Candela Corporation and/or Syneron Medical Ltd. as of the date of this document. Candela Corporation and Syneron Medical Ltd. anticipate that subsequent events and developments will cause their expectations and beliefs to change. However, while Candela Corporation and Syneron Medical Ltd. may elect to update these forward-looking statements publicly in the future, they specifically disclaims any obligation to do so. The forward-looking statements of Candela Corporation and/or Syneron Medical Ltd. do not reflect the potential impact of any future dispositions or strategic transactions, including the Merger, that may be undertaken. These forward-looking statements should not be relied upon as representing Candela Corporation or Syneron Medical Ltd.’s views as of any date after the date of this document. 1 

Confidential SECURITIES AND EXCHANGE COMMISSION REGULATION FD IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the combination of Syneron Medical Ltd. and Candela Corporation pursuant to an Agreement and Plan of Merger (the “Merger”), Syneron Medical Ltd. will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which will include a proxy statement of Candela Corporation and a prospectus of Syneron Medical Ltd. and other relevant materials in connection with the proposed transactions. Candela Corporation will file the same proxy statement/prospectus with the SEC as well as mail it to Candela Corporation stockholders. Candela Corporation and Syneron Medical Ltd. urge investors and security holders to read the proxy statement/prospectus and the other relevant material when they become available because these materials will contain important information about Candela Corporation, Syneron Medical Ltd. and the proposed transaction. The proxy statement/prospectus and other relevant materials (when they become available), and any and all documents filed with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, free copies of the documents filed with the SEC by Candela Corporation will be available on the investor relations portion of Candela Corporation’s website at www.candelalaser.com. Free copies of the documents filed with the SEC by Syneron Medical Ltd. will be available on the investor relations portion of Syneron Medical Ltd.’s website at www.syneron.com. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS. Candela Corporation, Syneron Acquisition Sub, Inc., Syneron Medical Ltd. and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Candela Corporation in connection with the Merger. Information about those executive officers and directors of Candela Corporation and their ownership of Candela Corporation common stock is set forth in Candela Corporation’s proxy statement, which was filed with the SEC on November 12, 2008 and is supplemented by other public filings made, and to be made, with the SEC. Information about those executive officers and directors of Syneron Medical Ltd. is set forth in Syneron Medical Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 24, 2009 and is supplemented by other public filings made, and to be made, with the SEC. Investors and security holders may obtain additional information regarding the direct and indirect interests of Candela Corporation, Syneron Acquisition Sub, Inc., Syneron Medical Ltd. and their respective executive officers and directors in the Merger by reading the proxy statement/prospectus and the other filings and documents referred to above. 2 

Confidential 3 TODAY’S PRESENTERS .. Lou Scafuri Chief Executive Officer of Syneron .. Gerard Puorro Chief Executive Officer of Candela .. Fabian Tenenbaum Chief Financial Officer of Syneron 

Confidential 4 INVESTMENT HIGHLIGHTS .. Combination of Syneron and Candela creates a leading global aesthetic device company .. Comprehensive product portfolio – Syneron’s proprietary elos (electrical-optical synergy) technology: RF + laser/light – Candela: Pioneer in laser and light-based technologies for nearly 40 years .. Balanced mix between “core” and “non-core” physicians .. Best worldwide distribution and support network – Sales in 86 countries – >60% of revenue from international markets – Direct sales reps and independent distributors – Direct operations 11 countries .. Attractive financial profile – Approximately $186 million revenue proforma TTM – Strong balance sheet: $240 million in cash / no debt – Meaningful recurring revenue in future through service and consumables 

Confidential 5 TRANSACTION OVERVIEW .. Candela shareholders will receive 0.2911 ordindary shares of Syneron for each share of Candela common stock – Syneron to issue 6.7 million shares – Represents $2.84 per share considerations—51% premium to prior close(1) – Total consideration of approximately $65 million(1) – Fixed Exchange ratio .. Pro Forma Ownership – Syneron shareholders: 80% – Candela shareholders: 20% .. Management / Board: – CEO Lou Scafuri and CFO Fabian Tenenbaum – Management comprised of executives from each organization – Candela CEO Gerard Puorro to join Syneron Board of Directors .. Syneron and Candela brand names maintained .. Expected to close by year-end 2009(2) (1) Based on 9/8/09 Syneron and Candela closing stock prices. (2) Estimate based on necessary regulatory approvals 

Confidential 1.1 6.4 9.3 9.6 8.6 0.0 2.0 4.0 6.0 8.0 10.0 1997 2003 2006 2007 2008 # of Procedures (millions) 6 ATTRACTIVE MARKET OPPORTUNITY .. While there is a short term decrease in procedures from 2007 to 2008 (10%) there is significant increase since 1997 .. Americans spent $11.8 billion in 2008 on non-surgical procedures .. Favorable demographics – Baby boomers still turning 50 – 70% of aesthetic procedures patients earn >$50,000 annually .. Deteriorating business model for physicians under pressure from insurance .. Safer and easier-to-use technology opens up market to emerging medical specialties and non-medical professionals (OUS) .. 100% private pay Increasing public awareness and acceptance of non-invasive aesthetic procedures CAGR = 50% (1997-2008) Source: American Society for Aesthetic Plastic Surgery (ASAPS) 2008 Insight / Windover 2006, ASDS 2007 MedTech. Non-Invasive Aesthetic Procedure Growth 

Confidential 7 AESTHETIC PROBLEMS OF THE HUMAN SKIN .. Skin texture .. Wrinkle .. Acne .. Pigmented lesions .. Hair .. Vascular lesions .. Cellulite and fat Epidermis Dermis Subdermal Fat & Collagen 

Confidential 8 Best-In-Class Products COMPREHENSIVE PRODUCT PORTFOLIO Body Treatments .. Body Contouring .. Cellulite Reduction .. Laser-Assisted Lipolysis .. Hair Removal .. Leg Veins / Vascular .. Tattoo / Pigment Removal Facial Treatments .. Fractional skin Treatment – Ablative – Non-Ablative .. Wrinkle Reduction .. Skin Rejuvenation .. Skin Tightening .. Acne Treatment 

Confidential 9 SYNERON RECENT PRODUCT LAUNCHES A New Paradigm in Skin Rejuvenation .. World’s first RF-only fractional ablative technology – FDA cleared for fractional ablative skin resurfacing – Fastest growing facial segment .. Unique procedure positioning for “core” market—Sublative RejuvenationTM – Cone / column vs pyramid – Low epidermal disruption with high dermal remodeling .. Disposable tip for patient safety and comfort .. Matrix RF upgrade path to eSeries .. Syneron’s first device for laser-assisted liposys minimally invasive fat destruction .. Provided patients lasting results and little downtime .. New single-use disposable filter VelaShape II: Second Generation System .. Cleared by FDA for circumferential reduction .. Clinical trial: Reduction of up to 3 inches .. Requires only 4 treatments to achieve significant cellulite and circumferential reduction .. Disposable applicators (specific for treatment area) 

Confidential 10 .. Complete solution for tattoo removal across the color spectrum and pigmented lesions .. Enhances results of fractional & skin rejuvenation txs .. Unique Laser Pumped Laser (LPL) technology .. Integrated treatment workstation .. Multi-laser capability .. Unique Dynamic Cooling Device (DCD) • Maximum Performance – dual spots • Valued priced - no disposables • QuadraSCAN CANDELA RECENT PRODUCT LAUNCHES 

Confidential 11 INNOVATIVE DIFFERENTIATED TECHNOLOGIES .. Combination of light, conducted RF and surface cooling – Light preheats target and increases its conductivity – RF selectively heats targets which were preheated by light .. Light – Selectivity – Strongly scattered and reflected by skin – Maximum skin penetration: 2–3 mm .. RF – Heats up everything • No selectivity – No scattering of reflection • All energy is absorbed by skin – Penetration unlimited • Controlled by electrode architecture (bipolar RF) Case Study: elos 

Confidential 12 ADVANTAGES OF ELOS STECHNOLOGY Medical Significantly enhanced safety Superior, repeatable results Broader range of applications Marketing / Business model Low cost of ownership and attractive ROI Guaranteed depot service Profitability Significantly lower COGs Lower cost for service & maintenance

Confidential 13 GLOBAL DISTRIBUTION FOOTPRINT Candela Syneron Combined + = 54% 69% 43% 48% 60% 46% 31% 57% 52% 40% 2007 2009 2007 1H 2009 Pro Forma International North America Fiscal Year June Fiscal Year December 

Confidential  14 BALANCED PENETRATION OF KEY CUSTOMER SEGMENTS Segment #Worldwide Combined Medical Professionals “Core” (Dermatologists and plastic surgeons) 50,000 20%–25%* 58%* 55%* “Non -Core” (GPs, Ob Gyn, Internists, Medi Spas Chains ) 400,000 75%–80%* 32%* 45%* Premium Aestheticians / Non -Med Spa Chains 500,000 Total Global Addressable M arket ~1,000,000 Source: Addressable market based on management assessment * US market data only

Confidential 15 WELL POSITIONED FOR GROWTH .. Momentum from 6 major platform launches in last 18 months – Body shaping product line extensions – Sublative RejuvenationTM – Fractional ablative resurfacing – Multi-color tattoo removal – Hair removal line extensions .. Cross-selling opportunities where appropriate – Syneron products through Candela – Candela products though Syneron “non-core” physician market distribution – Candela and Syneron brands maintained .. New Markets / Applications – Home use (Proctor & Gamble strategic partnership) – Other aesthetic initiatives - Skin Whitening – Dental – Teeth Whitening 

Confidential 16 FINANCIAL STRENGTH .. $240 million cash, no debt .. Recent dramatic operating expense reductions given macroeconomic conditions .. Recurring revenue from service and consumables .. Profitable business and accretive transaction post-integration as environment normalizes Leadership* (Ranked by TTM Revenue) Revenue ($MM) 1. Syneron / Candela $186 2. Solta 107 3. Cynosure 99 4. Palomar 71 5. Cutera 63 6 . Iridex 45 *Based on US publically traded companies only; For example there are no privately held companies, home use companies, dental companies, aesthetic topicals/ Cosmeceuticals companies, foreign-exchange listed companies, etc. 

Confidential 17 SUMMARY .. A Leading global aesthetic device company – Most comprehensive product portfolio – Best worldwide distribution network with sales in 86 countries – Well established brand names – Reputation for quality, efficacy and unparalleled customer support .. Rich product pipeline in fastest growing market segments .. Balanced revenue mix – “Core” (55%) vs. “Non-Core” (45%) physicians – International (60%) vs. North America (40%) .. Attractive financial profile – Approximately $186 million revenue proforma TTM – Strong balance sheet: $240 million in cash / no debt – Meaningful recurring revenue in future through service and consumables .. Syneron / Candela merger to be completed by year-end 2009 

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