Syneron Medical / Candela acquired by Apax Partners: fairness opinion by Barclays

This 6-K exhibit is the merger agreement itself, not the proxy statement; the opinion-of-financial-advisor section is therefore absent. Section 3.26 states the Company received the opinion of Barclays Capital Inc., dated April 2, 2017, that the $11.00 per share Merger Consideration is fair, from a financial point of view, to holders of Ordinary Shares (other than Cancelled Shares). Israeli-law merger under the ICL (Companies Law 5759-1999) requiring 50-day Merger Proposal and 30-day post-approval statutory waiting periods. Includes a 30-day go-shop period (tolled April 11-17, 2017) with a reduced termination fee of $5.96 million for Excluded Party deals, versus a $13.91 million standard termination fee. Equity financing fully committed by Apax IX funds; a shareholder Voting Agreement was signed concurrently. Target markets aesthetic devices under the Syneron-Candela name.