- Proxy Statement - Merger or Acquistion (preliminary) (PREM14A)

Share Name	Share Symbol	Market	Type
Candela (MM)	NASDAQ:CLZR	NASDAQ	Common Stock

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12


CANDELA CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
ý	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid: $4,518.73
	(2)	Form, Schedule or Registration Statement No.: Registration Statement on Form F-4 (Reg No. 333-162698)
	(3)	Filing Party: Syneron Medical Ltd.
	(4)	Date Filed: October 28, 2009

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PRELIMINARY COPY—SUBJECT TO COMPLETION
DATED OCTOBER 28, 2009

SPECIAL MEETING OF STOCKHOLDERS
A MERGER IS PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Candela stockholder:

On behalf of the board of directors of Candela Corporation, or Candela, you are cordially invited to attend a special meeting of the stockholders of Candela to be held on 2009, beginning at , local time, at the Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, Massachusetts 02109.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger, or the merger agreement, dated as of September 8, 2009, which provides for the acquisition of Candela by Syneron Medical Ltd., or Syneron. If the merger agreement is adopted, and the other conditions in the merger agreement are satisfied or waived, Syneron Acquisition Sub, Inc., an indirect wholly-owned subsidiary of Syneron, or Acquisition Sub, will merge with and into Candela, with Candela continuing as the surviving corporation in the merger. Upon completion of the merger, Syneron will issue 0.2911 of an ordinary share for each share of Candela common stock outstanding immediately prior to the effective time of the merger.

Candela's board of directors unanimously adopted and approved the merger agreement, the merger and the transactions contemplated thereby, and determined that the merger agreement, the merger and the transactions contemplated thereby were in the best interests of Candela and its stockholders, and accordingly recommends that Candela's stockholders vote "FOR" adoption and approval of the merger agreement. In reaching its determination, Candela's board of directors considered a number of factors, including the opinion of Candela's financial advisor, which is attached as Annex C to the accompanying proxy statement/prospectus and which Candela's stockholders are urged to read in its entirety.

The attached proxy statement/prospectus provides you with detailed information about the special meeting, the merger agreement and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus. You are encouraged to read the proxy statement/prospectus (including the information incorporated by reference therein), the merger agreement and the other annexes carefully and in their entirety. FOR A DISCUSSION OF SIGNIFICANT MATTERS THAT SHOULD BE CONSIDERED BEFORE VOTING AT THE STOCKHOLDER MEETING, SEE THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 22 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Your vote is very important, regardless of the number of shares you own. The merger cannot be consummated unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the shares of Candela common stock outstanding and entitled to vote at the close of business on , 2009, the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting.

Whether or not you plan to attend the special meeting in person, please complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible or submit a proxy through the Internet or by telephone as described on the enclosed proxy card. This will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting and vote thereat. If you fail to vote your shares, it will have the same effect as a vote against the transactions contemplated by the merger agreement, including the merger. If your shares are held in "street name" by your broker, you should instruct your broker to vote your shares, following the procedures provided by your broker.

If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated, Candela's proxy solicitor, toll-free at (877) 750-9501 (banks and brokers call collect at (212) 750-5833).

Thank you for your cooperation and your continued support of Candela.

Sincerely,

Gerard E. Puorro
President and Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Syneron ordinary shares, par value NIS 0.01 per share, are listed on the NASDAQ Global Select Market under the symbol "ELOS." On , 2009, the latest practicable date prior to the date of this proxy statement/prospectus, the last reported sale price per share of Syneron ordinary shares on the NASDAQ Global Select Market was $ . Based on the number of shares of Candela common stock outstanding on , 2009, if the merger is completed, an aggregate of approximately Syneron ordinary shares would be issued to Candela's stockholders.

This proxy statement/prospectus is dated , and is first being mailed to Candela stockholders on or about that date.

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THIS PROXY STATEMENT/PROSPECTUS INCORPORATES
ADDITIONAL INFORMATION

This proxy statement/prospectus "incorporates by reference" important business and financial information about Syneron from documents that are not included in, or delivered with, this proxy statement/prospectus. This information is available to you without charge upon written or oral request. For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, please see the sections entitled "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" beginning on pages 172 and 173, respectively, of this proxy statement/prospectus.

Syneron will provide you with copies of this information relating to Syneron (excluding all exhibits unless Syneron has specifically incorporated by reference an exhibit in this proxy statement/prospectus), without charge, upon written or oral request to:

Syneron Medical Ltd.
Industrial Zone, Tavor Building
P.O.B. 550 Yokneam Illit,
20692 Israel
Attn: Investor Relations
Tel: + (972-73) 244-2200

In order to receive timely delivery of the documents before the special meeting, you must make your requests no later than five business days prior to the date of the special meeting, or no later than , 2009.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission, or SEC, by Syneron, constitutes a prospectus of Syneron under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the ordinary shares of Syneron to be issued to Candela stockholders in connection with the merger. This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the special meeting of Candela stockholders to consider and vote upon the proposal to adopt and approve the merger agreement.

In this proxy statement/prospectus, unless the context otherwise requires, "Syneron" refers to Syneron Medical Ltd. and its subsidiaries, "Candela" refers to Candela Corporation and its subsidiaries, and "Acquisition Sub" refers to Syneron Acquisition Sub, Inc., an indirect wholly-owned subsidiary of Syneron.

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PRELIMINARY COPY—SUBJECT TO COMPLETION

CANDELA CORPORATION
530 Boston Post Road
Wayland, Massachusetts
01778
(508) 358-7400

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF CANDELA CORPORATION

To Be Held on , 2009

To the Stockholders of Candela Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Candela Corporation, a Delaware corporation, or Candela, will be held on , 2009, beginning at , local time, at the Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, Massachusetts 02109, for the following purposes:

•: To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, or the merger agreement, dated as of September 8, 2009, among Syneron Medical Ltd., an Israeli corporation, or Syneron, Syneron Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Syneron, or Acquisition Sub, and Candela, as it may be further amended from time to time;
•: To consider and vote upon a proposal to approve one or more adjournments of the special meeting to a later date or time, if necessary or appropriate, to permit solicitation of additional proxies in the event there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to adopt and approve the merger agreement (this proposal is hereinafter referred to as the "adjournment proposal"); and
•: To transact any other business that may properly come before the special meeting or any adjournment thereof.

The affirmative vote of the holders of a majority of the outstanding shares of Candela's common stock entitled to vote is required to approve the merger agreement. A form of proxy and a proxy statement/prospectus containing more detailed information with respect to matters to be considered at the special meeting accompany this notice and should be read in their entirety before voting.

Only holders of record of Candela's common stock as of the close of business on , 2009, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Holders of shares of Candela's common stock vote on a basis of one vote per share. At the close of business on the record date, Candela had outstanding and entitled to vote shares of common stock. A complete list of stockholders entitled to vote at the special meeting will be available for inspection at the meeting and for at least ten days prior to the meeting, during ordinary business hours, at Candela's principal offices located at 530 Boston Post Road, Wayland, Massachusetts and at the place of the special meeting, as provided above. You should contact the Secretary of Candela if you wish to review the list of stockholders.

Even if you plan to attend the special meeting in person, Candela requests that you please complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible or submit a proxy through the Internet or by telephone as described on the enclosed proxy card.

Candela's board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the adoption of the adjournment proposal, if necessary or appropriate.

By Order of the Board of Directors
of Candela Corporation,

Paul R. Lucchese
Secretary

Wayland, Massachusetts
, 2009

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QUESTIONS AND ANSWERS ABOUT THE MERGER		iii
SUMMARY		1
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND DATA		11
SYNERON SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION		13
CANDELA SELECTED HISTORICAL FINANCIAL INFORMATION		16
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF CANDELA AND SYNERON		19
UNAUDITED COMPARATIVE PER SHARE DATA		21
RISK FACTORS		22
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		49
THE SPECIAL MEETING OF CANDELA STOCKHOLDERS		51
PROPOSAL ONE—THE MERGER		55
	General	55
	Background of the Merger	55
	Candela's Reasons for the Merger; Recommendation of the Candela Board of Directors	65
	Opinion of Candela's Financial Advisor	68
	Syneron's Reasons for the Merger	78
	Interests of Certain Persons in the Transaction	80
	Management and Operations of Syneron after the Merger	86
	Regulatory Filings and Approvals Required to Complete the Merger	87
	Listing of Ordinary Shares of Syneron Issued in the Merger on the NASDAQ Global Select Market	87
	Delisting and Deregistration of Candela Common Stock	87
	Sales of Ordinary Shares of Syneron Received in the Merger	87
	Material U.S. Federal Income Tax and Israeli Tax Considerations	88
	Anticipated Accounting Treatment	96
	Litigation Related to the Merger	97
	No Appraisal Rights	97
THE MERGER AGREEMENT		98
	Structure of the Merger	98
	Completion of the Merger	98
	Consideration in the Merger	98
	Treatment of Candela Stock Options and Stock Appreciation Rights	99
	Fractional Shares	99
	Exchange of Candela Stock Certificates for Syneron Stock Certificates	100
	Representations and Warranties	100
	Covenants	102
	Indemnification and Insurance	105
	Employee Benefits	106
	Regulatory Approvals	106
	Material Adverse Effect	106
	Limitation on the Solicitation, Negotiation and Discussion by Candela of Other Acquisition Proposals	107
	Candela's Stockholders' Meeting; Obligation of the Candela Board of Directors to Recommend the Adoption of the Merger Agreement	109
	Conditions to Completion of the Merger	110
	Termination of the Merger Agreement	112
	Expenses and Termination Fees	113
	Amendment	113

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VOTING AGREEMENTS			114
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			116
SYNERON AND SYNERON ACQUISITION SUB, INC.			125
DESCRIPTION OF SYNERON ORDINARY SHARES			126
CANDELA BUSINESS			130
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CANDELA			148
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CANDELA			158
CANDELA EQUITY COMPENSATION PLAN INFORMATION			160
COMPARATIVE RIGHTS OF SYNERON SHAREHOLDERS AND CANDELA STOCKHOLDERS			161
PROPOSAL TWO—ADJOURNMENT OF THE SPECIAL MEETING			171
EXPERTS			171
LEGAL MATTERS			172
STOCKHOLDER PROPOSALS, RECOMMENDATIONS FOR NOMINATION AND COMMUNICATIONS			172
WHERE YOU CAN FIND MORE INFORMATION			172
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			173
ANNEXES			175
ANNEXES:
Annex A Agreement and Plan of Merger, dated as of September 8, 2009, among Syneron
Medical Ltd., Syneron Acquisition Sub, Inc. and Candela Corporation			A-1
Annex B Form of Voting Agreement			B-1
Annex C Opinion of Houlihan Lokey Howard & Zukin Capital, Inc.			C-1
Annex D Financial Statements of Candela			D-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Important Information and Risks: The following are brief answers to some questions that you may have regarding the proposed merger and the proposals being considered at the special meeting of Candela's stockholders. Candela and Syneron urge you to read and carefully consider the remainder of this proxy statement/prospectus, including the Risk Factors beginning on page 22 and the attached annexes, because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference into this proxy statement/prospectus by Syneron.

Q:: Why am I receiving this proxy statement/prospectus?
A:: Syneron has agreed to acquire Candela, through an indirect wholly owned subsidiary, under the terms of an Agreement and Plan of Merger, dated as of September 8, 2009, or the merger agreement, that is described in this proxy statement/prospectus. For additional information, please see the sections entitled "The Merger" and "The Merger Agreement" beginning on pages 55 and 98, respectively, of this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

In order to complete the transactions contemplated by the merger agreement, including Syneron's acquisition of Candela, Candela stockholders must adopt and approve the merger agreement by the affirmative vote of the holders of a majority of the shares of Candela common stock outstanding and entitled to vote on the record date for the special meeting of the stockholders of Candela, or the special meeting, and all other conditions to the merger must be satisfied or waived. You are receiving this proxy statement/prospectus because you have been identified as a Candela stockholder as of , 2009, the record date for the special meeting, or the record date, and thus you are entitled to vote at the special meeting. This document serves as both a proxy statement of Candela, used to solicit proxies for the special meeting, and as a prospectus of Syneron, used to offer ordinary shares of Syneron in exchange for shares of Candela common stock pursuant to the terms of the merger agreement. This document contains important information about the merger and the special meeting, and you should read it carefully.

Q:

When and where is the special meeting of Candela stockholders?

A:

The special meeting of Candela stockholders will be held on , 2009, beginning at , local time, at the Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, Massachusetts 02109.

Q:

On what matters am I being asked to vote?

A:

Candela stockholders are being asked:

•: To consider and vote upon a proposal to adopt and approve the merger agreement;
•: To consider and vote upon a proposal to approve one or more adjournments of the special meeting to a later date or time, if necessary or appropriate, to permit solicitation of additional proxies in the event there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to adopt and approve the merger agreement (this proposal is hereinafter referred to as the "adjournment proposal"); and
•: To transact any other business that may properly come before the special meeting or any adjournment thereof.

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For additional information regarding the matters before the special meeting of Candela stockholders, please see the section entitled "The Special Meeting of Candela Stockholders—Purpose of the Special Meeting" on page 51 of this proxy statement/prospectus.

Q:: What are the terms of the merger?
A:: Under the terms of the merger agreement, Syneron Acquisition Sub, Inc., an indirect wholly-owned subsidiary of Syneron, or Acquisition Sub, will merge with and into Candela with Candela continuing as the surviving entity in the merger. Upon completion of the merger, each outstanding share of Candela common stock will be converted into the right to receive 0.2911 of an ordinary share of Syneron. For a more complete description of the merger, please see the section entitled "The Merger Agreement" beginning on page 98 of this proxy statement/prospectus.
Q:: As a Candela stockholder, what will I receive in the merger?
A:: If the merger agreement is adopted and approved by Candela's stockholders and the other conditions to the merger are satisfied or waived, upon completion of the merger, Syneron will issue for each outstanding share of Candela common stock (other than shares of Candela common stock owned by Syneron) 0.2911 of an ordinary share of Syneron.

Candela stockholders will not receive fractional Syneron ordinary shares in the merger. Instead, Syneron will pay to Candela stockholders cash for any fractional Syneron ordinary shares that Candela stockholders would otherwise receive.

Based upon the closing price of a Syneron ordinary share on the NASDAQ Global Select Market on , 2009, the exchange ratio set forth above represented a premium of approximately % over the closing price of Candela common stock on September 8, 2009, the last trading day before the public announcement of the merger agreement. Further, based on the number of shares of Candela common stock outstanding on the record date, an aggregate of approximately Syneron ordinary shares would be issued to Candela stockholders, and assuming that no Candela stock options or stock appreciation rights and no Syneron share options will be exercised and no Syneron restricted share units will vest after the record date, immediately following the completion of the merger the former Candela stockholders would own approximately % of the outstanding Syneron ordinary shares.

For more information regarding the consideration to be received by Candela stockholders in connection with the completion of the merger, please see the section entitled "The Merger Agreement—Consideration in the Merger" beginning on page 98 of this proxy statement/prospectus.

Q:: What is required to consummate the merger?
A:: To consummate the merger, Candela stockholders must adopt and approve the merger agreement, which requires the affirmative vote of the holders of a majority of the shares of Candela common stock outstanding and entitled to vote on the record date for the special meeting. In addition to obtaining Candela stockholder approval, each of the other closing conditions set forth in the merger agreement must be satisfied or waived. For a more complete description of the closing conditions under the merger agreement, please see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 110 of this proxy statement/prospectus.
Q:: How does Candela's board of directors recommend that I vote?
A:: Candela's board of directors unanimously adopted and approved the merger agreement, the merger and the transactions contemplated thereby and determined that the merger agreement, the merger and the transactions contemplated thereby were in the best interests of Candela and its stockholders, and accordingly recommends that Candela's stockholders vote "FOR" the adoption and approval of

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the merger agreement and "FOR" the approval of the adjournment proposal, if necessary or appropriate. To review the background of the merger and Candela's board of directors' reasons for recommending the merger in greater detail, please see the sections entitled "The Merger—Background of the Merger" and "The Merger—Candela's Reasons for the Merger; Recommendation of the Candela Board of Directors" beginning on pages 55 and 65, respectively, of this proxy statement/prospectus.

Q:

What risks should I consider in deciding whether to vote in favor of the merger?

A:

Q:

Are any stockholders already committed to vote in favor of the merger?

A:

Yes. In connection with the execution of the merger agreement, Syneron entered into voting agreements with Candela's directors and executive officers, which provide, among other things, that each such person will vote all of the shares of Candela's common stock beneficially owned by such person in favor of the merger and against any opposing proposal. Candela's directors and executive officers, as of the record date for the Candela special meeting, collectively held approximately % of the outstanding shares of Candela common stock entitled to vote at the special meeting, all of which is subject to the terms of the voting agreements. For additional information, please see the section entitled "Voting Agreements" beginning on page 114 of this proxy statement/prospectus. The form of voting agreement is also attached to this proxy statement/prospectus as Annex B.

Q:

When do the parties expect to complete the merger?

A:

The parties are working towards completing the merger as quickly as possible. The merger is expected to close promptly following Candela's special meeting date. However, because completion of the merger is subject to various conditions, Syneron and Candela cannot predict the exact timing of the merger or whether the merger will occur at all. For more information regarding the closing conditions under the merger agreement, please see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 110 of this proxy statement/prospectus.

Q:

Am I entitled to appraisal rights?

A:

No. The holders of Candela common stock will not be entitled to exercise any appraisal rights in connection with the merger. For additional information, please see the section entitled "The Merger—No Appraisal Rights" on page 97 of this proxy statement/prospectus.

Q:

What will happen to any options to acquire Candela common stock and any Candela stock appreciation rights in the merger?

A:

At the effective time of the merger, the following options to purchase Candela common stock and stock appreciation rights or similar rights granted under the Candela stock option plans outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be assumed by Syneron and become fully vested and will be converted automatically into an option or stock appreciation right, as the case may be, to purchase Syneron ordinary shares:

•: any options or stock appreciation rights with an exercise or strike price less than or equal to the product of (x) the price per Syneron ordinary share on the NASDAQ Global Select Market immediately prior to the effective time of the merger and (y) the exchange ratio, 0.2911; and

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•: all options and stock appreciation rights subject to, and in accordance with the existing terms of, executive retention agreements, including those entered into with: Gerard E. Puorro, Jay D. Caplan, Dennis S. Herman, Dr. James C. Hsia, Paul R. Lucchese and Robert E. Quinn.

All other Candela options or stock appreciation rights which are outstanding immediately prior to the effective time of the merger will become fully vested, and to the extent not exercised immediately prior to the effective time of the merger, will be cancelled by Candela.

The number of Syneron ordinary shares issuable upon the exercise of each assumed Candela option or stock appreciation right will be determined by multiplying the exchange ratio, 0.2911, by the number of shares of Candela common stock underlying the assumed option or stock appreciation right, as the case may be, rounded down to the nearest whole Syneron ordinary share. The per share exercise price of any Candela options or stock appreciation rights assumed by Syneron will be determined by dividing the exercise price of each Candela option and stock appreciation right by the exchange ratio, 0.2911, rounded up to the nearest whole cent.

For additional information regarding the treatment of Candela options and stock appreciation rights, please see the section entitled "The Merger Agreement—Treatment of Candela Stock Options and Stock Appreciation Rights" on page 99 of this proxy statement/prospectus.

Q:: Will my rights as a Candela stockholder change as a result of the merger?
A:: Yes. You will become a Syneron shareholder as a result of the merger and will have rights after the completion of the merger that are governed by Israeli law and Syneron's Amended and Restated Articles of Association. For further information regarding your rights as a Syneron shareholder following the merger, please see the section entitled "Comparative Rights of Syneron Shareholders and Candela Stockholders" beginning on page 161 of this proxy statement/prospectus.
Q:: As a Candela stockholder, will I be able to trade the ordinary shares of Syneron that I receive in connection with the merger?
A:: Syneron ordinary shares are listed on the NASDAQ Global Select Market under the symbol "ELOS." The ordinary shares of Syneron issued in connection with the merger will be freely tradable, unless you are an "affiliate" (as defined in the Securities Act) of Syneron upon completion of the merger. If you are deemed an affiliate of Syneron you will be required to comply with the applicable restrictions of Rule 144 under the Securities Act in order to trade the ordinary shares of Syneron you receive in connection with the merger.

For more information regarding the sale of Syneron ordinary shares received in the merger, please see the section entitled "The Merger—Sales of Ordinary Shares of Syneron Received in the Merger" beginning on page 87 of this proxy statement/prospectus.

Q:: What are the U.S. federal income tax consequences of the merger?
A:: Syneron and Candela expect the merger to qualify as a reorganization for U.S. federal income tax purposes. Assuming the merger qualifies as a reorganization, a Candela stockholder generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Candela common stock for Syneron ordinary shares in the merger, except that a U.S. stockholder would recognize gain, if any, on the cash received in lieu of a fractional ordinary share of Syneron. However, even if the transaction qualifies as a reorganization, a U.S. stockholder that will own 5% or more of either the total voting power or total value of the outstanding Syneron ordinary shares after the merger (taking into account applicable constructive ownership and attribution rules of the Internal Revenue Code and applicable Treasury regulations) will recognize its full amount of gain on the merger unless the U.S. stockholder files a "gain recognition agreement" with the Internal Revenue Service.

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Tax matters are very complicated, and the tax consequences of the merger to a particular stockholder will depend in part on such stockholder's circumstances. You should read the section entitled "The Merger—Material U.S. Federal Income Tax Considerations" beginning on page 88 of this proxy statement/prospectus. In addition, you should consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Q:

What should I do now? How do I vote?

A:

You should carefully read this proxy statement/prospectus, including its annexes and the documents incorporated by reference, and consider how the merger will affect you. Syneron and Candela urge you to then respond by voting your shares through one of the following means:

•: by mail , by completing, signing, dating and mailing the proxy card (if you are a registered stockholder, meaning that you hold your stock in your name) or voting instruction card (if your shares are held in "street name," meaning that your shares are held in the name of a broker, bank or other nominee) accompanying this proxy statement/prospectus and returning it in the envelope provided;
•: by telephone , by calling toll-free (866) 407-4347 in the U.S. or Canada, or (215) 521-4790 from outside the U.S. or Canada, and following the instructions;
•: through the Internet , by visiting the website established for that purpose at https://www.proxyvotenow.com/clzr and following the on-screen instructions (please note you must type an "s" after http); or
•: in person , by attending the special meeting and submitting your vote in person.

For additional information about voting your shares of Candela common stock, please see the section entitled "The Special Meeting of Candela Stockholders—Proxies and Voting" on page 53 of this proxy statement/prospectus.

Q:: What happens if I do not return a proxy card or otherwise vote?
A:: The failure to return your proxy card, vote using the telephone or via the Internet or vote in person at the special meeting will have the same effect as voting "AGAINST" adoption of the merger agreement and will have no effect on the approval of the adjournment proposal.

For additional information regarding the vote required at the Candela special meeting, please see the section entitled "The Special Meeting of Candela Stockholders—Vote Required" on page 52 of this proxy statement/prospectus.

Q:: What happens if I return a signed and dated proxy card but do not indicate how to vote my proxy?
A:: If you do not include instructions on how to vote your properly signed and dated proxy, your shares will be voted "FOR" adoption and approval of the merger agreement, "FOR" approval of the adjournment proposal, if necessary or appropriate, and in the discretion of the individuals named as proxies as to any and all other matters that may properly come before the special meeting.

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Q:: May I vote in person at the special meeting?
A:: If your shares of Candela common stock are registered directly in your name with Candela's transfer agent, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by Candela. If you are a Candela stockholder of record, you may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card.

If your shares of Candela common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in "street name," and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the special meeting.

For additional information regarding voting at the Candela special meeting, please see the section entitled "The Special Meeting of Candela Stockholders" beginning on page 51 of this proxy statement/prospectus.

Q:: May I change my vote after I have mailed my signed and dated proxy card or otherwise voted?
A:: Yes. If you are a stockholder of record and have submitted a proxy, you may change your vote at any time before the polls close at the Candela special meeting of stockholders. You can do this one of three ways. First, you can deliver, prior to the special meeting, a dated notice of revocation to: Candela Corporation, 530 Boston Post Road, Wayland, Massachusetts 01778, Attention: Secretary. Second, you can complete, sign, date and submit a new proxy card with a later date prior to the special meeting. Third, you can attend the special meeting if you are a stockholder of record and vote in person. Your attendance at the special meeting alone will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change those instructions. With respect to proxies voted by telephone or via the Internet, stockholders of Candela can revoke a proxy by voting again and only the last action will be counted.

For additional information regarding the revocability of proxies, please see the section entitled "The Special Meeting of Candela Stockholders—Revocability of Proxies" beginning on page 53 of this proxy statement/prospectus.

Q:: If my shares are held in "street name" by my broker, will my broker automatically vote my shares for me?
A:: No. Your broker will not be able to vote your shares without instructions from you. Therefore, you should provide your broker with instructions on how to vote your shares, following the procedures provided by your broker. The failure to provide such voting instructions to your broker will have the same effect as voting "AGAINST" adoption of the merger agreement and will have no effect on the adjournment proposal.

For additional information regarding the treatment of broker "non-votes," please see the section entitled "The Special Meeting of Candela Stockholders—Broker Non-Votes" on page 52 of this proxy statement/prospectus.

Q:: Should I send in my Candela stock certificates now?
A:: No. If you are a Candela stockholder, after the merger is completed, a letter of transmittal will be sent to you informing you where to deliver your Candela stock certificates in order to receive the merger

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consideration. You should not send in your Candela common stock certificates prior to receiving the letter of transmittal.

For additional information regarding the procedures for the exchange of Candela stock certificates, please see the section entitled "The Merger Agreement—Exchange of Candela Stock Certificates for Syneron Stock Certificates" on page 100 of this proxy statement/prospectus.

Q:: Who is soliciting this proxy?
A:: Candela's board of directors is soliciting proxies for the special meeting of Candela stockholders. Syneron and Candela will each bear half of the costs of printing this proxy statement/prospectus, and Candela will pay the costs of mailing this proxy statement/prospectus to Candela's stockholders and all other costs incurred by it in connection with the solicitation of proxies from its stockholders on behalf of its board of directors. In addition to solicitation by mail, the directors and officers of Candela may solicit proxies from stockholders in person or by telephone, e-mail, facsimile or other means of communication. The directors and officers of Candela will not receive any additional compensation for their services, but Candela will reimburse them for their out-of-pocket expenses.

Candela has retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies for the special meeting for a fee of approximately $7,000, plus a nominal fee per stockholder contact, reimbursement of reasonable out-of-pocket expenses and indemnification against certain claims, liabilities, losses, damages and expenses. In addition, Candela may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to beneficial owners of Candela's common stock and in obtaining voting instructions from those owners.

For additional information regarding the solicitation of proxies for the Candela special meeting, please see the section entitled "The Special Meeting of Candela Stockholders—Solicitation of Proxies and Expenses" on page 54 of this proxy statement/prospectus.

Q:: What should I do if I receive more than one set of voting materials for the special meeting?
A:: You may receive more than one set of voting materials for the Candela special meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. For each and every proxy card and voting instruction card that you receive, please vote as soon as possible by completing, signing, dating and returning the proxy card or voting instruction card, as applicable, in the envelope enclosed for that purpose. Alternatively, Candela stockholders may vote by telephone or via the Internet, if available, by following the instructions on the proxy card or voting instruction card, as applicable.

Q:: Who can help answer my additional questions?
A:: Candela stockholders who would like additional copies, without charge, of this proxy statement/prospectus or have additional questions about the merger or the special meeting, including the procedures for voting their shares of Candela common stock, should contact Candela's proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 750-9501 (banks and brokers call collect at (212) 750-5833).

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SUMMARY

This summary highlights selected information contained or incorporated by reference in this proxy statement/prospectus. You should read carefully this entire proxy statement/prospectus and the documents referred to in this proxy statement/prospectus for a more complete description of the terms of the merger and related transactions. The merger agreement is attached as Annex A to this proxy statement/prospectus. Additional documents and information, including important business and financial information about Syneron, are incorporated by reference into this proxy statement/prospectus. You are encouraged to read the merger agreement as it is the legal document that governs the merger, as well as these additional documents incorporated by reference.

The Companies

Syneron Medical Ltd. (see page 125)

Industrial Zone, Tavor Building
P.O.B. 550 Yokneam Illit,
20692 Israel
+ (972-73) 244-2200

Syneron designs, develops and markets innovative aesthetic medical products based on various technologies including the proprietary ELOS technology, which uses the synergy between electrical energy, including radiofrequency or RF energy, and optical energy to provide effective, safe and affordable aesthetic medical treatments. Syneron's ordinary shares are traded on the NASDAQ Global Select Market under the symbol "ELOS."

Syneron Acquisition Sub, Inc. (see page 125)

Acquisition Sub is a Delaware corporation and an indirect wholly-owned subsidiary of Syneron organized on September 4, 2009. Acquisition Sub does not engage in any operations and exists solely to facilitate the merger. Its principal executive offices have the same address and telephone number as Syneron.

Candela Corporation (see page 130)

530 Boston Post Road
Wayland, Massachusetts 01778
(508) 358-7400

Candela manufactures and distributes innovative clinical solutions that enable physicians, surgeons, and personal care practitioners to treat selected cosmetic and medical conditions using lasers, aesthetic laser systems, and other advanced technologies. Candela's common stock is traded on the NASDAQ Global Select Market under the symbol "CLZR."

Special Meeting of Candela Stockholders (see page 51)

Date, Time and Place. The special meeting of Candela stockholders will be held on , 2009, at , local time, at the Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, Massachusetts 02109.

Purpose of the Special Meeting. At the special meeting, you will be asked:

•: To consider and vote upon a proposal to adopt and approve the Agreement and Plan of Merger, or the merger agreement, dated as of September 8, 2009, among Syneron, Acquisition Sub and Candela, as it may be further amended from time to time;

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•: To consider and vote upon a proposal to approve one or more adjournments of the special meeting to a later date or time, if necessary or appropriate, to permit solicitation of additional proxies in the event there are insufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to adopt and approve the merger agreement (this proposal is hereinafter referred to as the "adjournment proposal"); and
•: To transact any other business that may properly come before the special meeting or any adjournment thereof.

Record Date. Only Candela stockholders of record at the close of business on , 2009, will be entitled to vote at the special meeting. Each share of Candela common stock is entitled to one vote. As of the record date, there were shares of Candela common stock outstanding and entitled to vote at the special meeting.

Quorum. The presence, in person or represented by proxy, of the holders of a majority of the shares of Candela's common stock issued and outstanding and entitled to vote is necessary to constitute a quorum at the special meeting.

Vote Required for Approval. To adopt and approve the merger agreement, the holders of a majority of the outstanding shares of Candela common stock entitled to vote must vote in favor of the merger agreement. If you fail to vote or abstain from voting your shares of Candela common stock, it will have the same effect as a vote against adoption and approval of the merger agreement.

The affirmative vote of a majority of the shares present in person or by proxy at the special meeting and voting on the matter is required to approve the adjournment proposal, if necessary or appropriate. If you fail to vote or abstain from voting your shares of Candela common stock, it will have no effect on the approval of the adjournment proposal, if necessary or appropriate.

Share Ownership by Management. As of the record date, the directors and executive officers of Candela owned in the aggregate outstanding shares of Candela common stock, representing approximately % of the outstanding shares of Candela common stock entitled to vote at the special meeting. To adopt and approve the merger agreement, the holders of a majority of the outstanding shares of Candela common stock entitled to vote must vote in favor of the merger agreement. Candela's directors and executive officers have entered into voting agreements with Syneron pursuant to which the Candela directors and officers have agreed to vote for the merger.

Proxies and Voting. You may vote by proxy through the Internet, by telephone or by returning the enclosed proxy card. If you hold your shares of Candela common stock through a broker or other nominee, you should follow the instructions provided by your broker or nominee.

All properly executed proxies that are not revoked will be voted at Candela's special meeting and at any adjournments or postponements of the special meeting in accordance with the instructions contained in the proxy. If a proxy is duly executed and returned without instruction, the shares of Candela common stock represented by the proxy will be voted (1) "FOR" adoption and approval of the merger agreement in accordance with the recommendation of Candela's board of directors, (2) "FOR" approval of the adjournment proposal, if necessary or appropriate, and (3) in the discretion of the individuals named as proxies as to any and all other matters that may properly come before the special meeting, including procedural matters incident to the conduct of the special meeting. Proxies are being solicited on behalf of Candela's board of directors.

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Revocability of Proxies. A proxy may be revoked at anytime before the polls close at the special meeting. If you have not submitted a proxy through your broker or nominee, you may revoke your proxy by:

•: delivering, prior to the special meeting, a dated notice of revocation to: Candela Corporation, 530 Boston Post Road, Wayland, Massachusetts 01778, Attention: Secretary;
•: completing, signing, dating and submitting a new proxy card with a later date prior to the special meeting; or
•: attending the special meeting and voting in person.

Attendance alone at the special meeting will not revoke a proxy.

If your shares are held in "street name," you should follow the instructions of your broker or nominee regarding revocation of proxies.

If you voted by telephone or via the Internet, you can revoke a proxy by voting again and only the last action will be counted.

Stock Certificates of Candela. You should not send stock certificates with your proxy. A letter of transmittal with instructions for the surrender of stock certificates will be mailed to you separately after the merger is completed.

Risk Factors (see page 22)

You should carefully review the section of this proxy statement/prospectus entitled "Risk Factors" beginning on page 22 of this proxy statement/prospectus, which sets forth certain risks and uncertainties related to the merger, risks and uncertainties to which the businesses of Syneron and Candela will be subject following the merger and risks and uncertainties to which each of Syneron and Candela are currently subject. These risk factors should be considered along with any additional risk factors in the reports of Syneron or Candela filed with the Securities and Exchange Commission, or SEC, and any other information included in or incorporated by reference into this proxy statement/prospectus.

Merger Structure; Merger Consideration (see page 98)

If the merger is completed, Acquisition Sub will merge with and into Candela, with Candela continuing as the surviving corporation in the merger. Upon completion of the merger, Syneron will issue 0.2911 of an ordinary share for each share of Candela common stock outstanding immediately prior to the effective time of the merger. Syneron will pay cash in lieu of issuing fractional shares of Syneron's ordinary shares.

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Treatment of Stock Options and Stock Appreciation Rights (see page 99)

At the effective time of the merger, the following options to purchase Candela's common stock and stock appreciation rights or similar rights granted under the Candela stock option plans outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be assumed by Syneron and become fully vested and will be converted automatically into an option or stock appreciation right, as the case may be, to purchase Syneron ordinary shares:

•: any options or stock appreciation rights with an exercise or strike price less than or equal to the product of (x) the price per Syneron ordinary share on the NASDAQ Global Select Market immediately prior to the effective time of the merger and (y) the exchange ratio, 0.2911; and
•: all options and stock appreciation rights subject to, and in accordance with the existing terms of, executive retention agreements, including those entered into with: Gerard E. Puorro, Jay D. Caplan, Dennis S. Herman, Dr. James C. Hsia, Paul R. Lucchese and Robert E. Quinn.

The number of Syneron ordinary shares issuable upon the exercise of each Candela option or stock appreciation right that is assumed by Syneron will be determined by multiplying the exchange ratio, 0.2911, by the number of shares of Candela common stock underlying the assumed option or stock appreciation right, as the case may be, rounded down to the nearest whole Syneron ordinary share. The per share exercise price of any Candela options or stock appreciation rights assumed by Syneron will be determined by dividing the exercise price of each Candela option and stock appreciation right by the exchange ratio, 0.2911, rounded up to the nearest whole cent.

See the section entitled "The Merger Agreement—Treatment of Candela Stock Options and Stock Appreciation Rights" on page 99 of this proxy statement/prospectus.

Ownership of Syneron after the Merger (see page 100)

Syneron will issue approximately ordinary shares to Candela stockholders in the merger. See the section entitled "The Merger Agreement—Exchange of Candela Stock Certificates for Syneron Stock Certificates" on page 100 of this proxy statement/prospectus. Candela stockholders will own approximately of the outstanding ordinary shares of Syneron after the merger. The above calculations are based on the number of ordinary shares of Syneron and Candela common stock outstanding on the record date, and assume that no Candela stock options or stock appreciation rights and no Syneron share options will be exercised and no Syneron restricted share units will vest after the record date.

Recommendation to Candela's Stockholders; Candela's Reasons for the Merger (see page 65)

Candela's board of directors unanimously adopted and approved the merger agreement, the merger and the transactions contemplated thereby and determined that the merger agreement, the merger and the transactions contemplated thereby were in the best interests of Candela and its stockholders, and accordingly recommends that Candela's stockholders vote "FOR" adoption and approval of the merger agreement and "FOR" the approval of the adjournment proposal, if necessary or appropriate. For the reasons supporting the Candela board of directors' recommendations, please see the section entitled "The Merger—Candela's Reasons for the Merger; Recommendation of the Candela Board of Directors" beginning on page 65 of this proxy statement/prospectus.

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Opinion of Candela's Financial Advisor (see page 68)

On September 8, 2009, Houlihan Lokey Howard & Zukin Capital, Inc., or Houlihan Lokey, rendered an oral opinion to the board of directors of Candela (which was confirmed in writing by delivery of Houlihan Lokey's written opinion dated the same date) that, as of September 8, 2009, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Candela common stock.

Houlihan Lokey's opinion was directed to the board of directors of Candela and only addresses the fairness from a financial point of view to holders of Candela common stock of the exchange ratio in the merger and does not address any other aspect or implication of the merger. The summary of Houlihan Lokey's opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion. The holders of Candela common stock are encouraged to read carefully the full text of Houlihan Lokey's written opinion. However, neither Houlihan Lokey's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the board of directors of Candela or any holder of Candela common stock as to how to act or vote with respect to the merger or related matters. See "The Merger—Opinion of Candela's Financial Advisor" beginning on page 68 of this proxy statement/prospectus.

Syneron's Reasons for the Merger (see page 78)

Syneron's board of directors believes that the merger will provide strategic benefits to the shareholders of Syneron. For more information regarding Syneron's reasons for the merger, please see the section entitled "The Merger—Syneron's Reasons for the Merger" beginning on page 78 of this proxy statement/prospectus.

Conditions to Completion of the Merger (see page 110)

The obligations of all the parties to complete the merger are subject to:

•: Syneron's registration statement, of which this proxy statement/prospectus is a part, having been declared effective, and no stop order having been issued and no proceeding for that purpose having been initiated or threatened by the SEC with respect to the registration statement;
•: the merger agreement having been adopted and approved by the stockholders of Candela;
•: the waiting period applicable to the merger under any legal requirement having expired or terminated, and the lack of any voluntary agreement between Syneron or Candela and any governmental body under which Syneron or Candela has agreed not to consummate the merger for any period of time;
•: all authorizations or consents required under any applicable antitrust or competition law or other legal requirement having been obtained and remaining in full force and effect (the parties believe that there are no federal or state regulatory requirements that must be complied with or approvals of any federal or state regulatory agencies that must be obtained in connection with the merger. For additional information, please see the section entitled "The Merger—Regulatory Filings and Approvals Required to Complete the Merger" on page 87 of this proxy statement/prospectus);
•: the ordinary shares of Syneron to be issued in the merger having been approved for listing, subject to notice of issuance, on the NASDAQ Global Select Market; and

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•: no temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger, having been issued by a court of competent jurisdiction and remaining in effect and no legal requirement having been enacted or deemed applicable to the merger that makes the consummation of the merger illegal.

In addition, the obligations of Syneron and Acquisition Sub, on the one hand, and Candela, on the other hand, to complete the merger are further conditioned upon:

•: the other party's representations and warranties in the merger agreement being true and correct, except in many cases as have not and would not reasonably be expected to have a material adverse effect on that party; and
•: the other party having complied in all material respects with its obligations under the merger agreement at or prior to the completion of the merger.

The obligations of Candela to complete the merger are further conditioned upon the receipt by Candela of an opinion letter of Goodwin Procter LLP , counsel to Candela, to the effect that the merger will constitute a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code.

For a more detailed description of the above provisions, please see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 110 of this proxy statement/prospectus.

Termination of the Merger Agreement (see page 112)

The merger agreement may be terminated at any time prior to the completion of the merger, by mutual written consent of Syneron and Candela, or by either Syneron or Candela if any of the following has occurred:

•: the merger has not been consummated by June 1, 2010, unless such failure to be consummated by such date resulted from a breach by such party of the merger agreement;
•: a final nonappealable order by a court of competent jurisdiction is issued permanently restraining, enjoining or otherwise prohibiting the merger, except that each party may not so terminate the merger agreement if it has not used reasonable best efforts to have such order repealed or overturned;
•: the requisite affirmative approval of the merger agreement at the special meeting of Candela's stockholders has not been obtained; and
•: if such party is not in material breach of its obligations under the merger agreement and (i) any of the party's representations and warranties in the merger agreement is inaccurate as of the date of the merger agreement or becomes inaccurate, or (ii) the other party breaches any of its covenants or obligations in the merger agreement, in either case such that any condition of the other party to complete the merger agreement would not be satisfied.

The merger agreement may be terminated solely by Syneron if, at any time prior to the adoption of the merger agreement by Candela's stockholders, any of the following events has occurred:

•: the Candela board of directors shall have failed to recommend that Candela's stockholders vote to adopt and approve the merger agreement, failed to reaffirm publicly the Candela board recommendation within ten business days after Syneron requests so in writing, or has withdrawn or modified its recommendation for the merger in a manner adverse to Syneron;
•: the Candela board recommendation has not been included in this proxy statement/prospectus;

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•: Candela has executed any letter of intent, memorandum of understanding or similar document or any contract relating to any alternative acquisition proposal; or
•: a tender or exchange offer relating to Candela's securities has been commenced and Candela has not sent to its security holders, within ten business days, a statement disclosing that it recommends rejection of such offer.

If an inaccuracy in any of the parties' representations and warranties following the date of the merger agreement or a breach of a covenant or obligation by either such party is curable within 30 days after the date of the occurrence of such inaccuracy or breach and such party exercises reasonable efforts to cure such inaccuracy or breach, then the other party may not terminate the merger agreement on account of such inaccuracy or breach: (i) during the 30-day period commencing on the date on which the breaching party receives notice of such inaccuracy or breach; or (ii) after such 30-day period if such inaccuracy or breach shall have been fully cured during such 30-day period.

For a more detailed description of the above provisions, please see the section entitled "The Merger Agreement—Termination of the Merger Agreement" beginning on page 112 of this proxy statement/prospectus.

Limitation on Candela's Ability to Consider Other Acquisition Proposals (see page 107)

The merger agreement contains provisions prohibiting Candela from seeking or entering into an alternative transaction to the merger. The prohibition includes not soliciting, initiating, encouraging, inducing or facilitating any alternative acquisition proposal or inquiry, not furnishing any nonpublic information regarding Candela to any person or entity in connection with an alternative acquisition proposal or inquiry, not engaging in discussions or negotiations with any person or entity concerning any alternative acquisition proposal or inquiry, not approving or recommending any alternative acquisition proposal and not entering into any letter of intent or similar document relating to any alternative acquisition transaction. However, Candela may, prior to the adoption of the merger agreement by Candela's stockholders, take some of the actions otherwise prohibited if Candela's board of directors reasonably determines in good faith that the alternative acquisition proposal or inquiry constitutes or could reasonably be expected to lead to a superior offer, and that failure to take such action would be inconsistent with the duties of Candela's board of directors to Candela's stockholders under applicable legal requirements.

Such actions are also conditioned upon Candela and its representatives receiving an unsolicited written alternative acquisition proposal, not breaching the provisions in the merger agreement described in the immediately preceding paragraph, giving Syneron written notice of the identity of the person or entity offering the alternative acquisition proposal and of its intention to furnish nonpublic information to, or enter into discussions with, such person or entity at least 48 hours prior to furnishing any such nonpublic information, entering into negotiations with, or entering into any letter of intent with such person, receiving from such person an executed confidentiality agreement with provisions at least as favorable to Candela as those in the confidentiality agreement with Syneron, and contemporaneously with furnishing any nonpublic information to such person or entity, making available such nonpublic information to Syneron.

For a more detailed description of the above provisions, please see the section entitled "The Merger Agreement—Limitation on the Solicitation, Negotiation and Discussion by Candela of Other Acquisition Proposals" beginning on page 107 of this proxy statement/prospectus.

Expenses and Termination Fee (see page 113)

The merger agreement provides that, subject to limited exceptions, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be

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paid by the party incurring such expenses, whether or not the merger is consummated, provided that Syneron will pay 50% and Candela will pay 50% of (i) all fees and expenses, other than attorneys' and accountants' fees and expenses, incurred in relation to the printing and filing with the SEC of this proxy statement/prospectus (including any preliminary materials related hereto) and this Form F-4 registration statement and any amendments or supplements hereto (including SEC filing fees), and (ii) the applicable filing fees associated with the antitrust filings.

The merger agreement provides that Candela will pay Syneron a $2.6 million termination fee if:

•: (i) the merger agreement is terminated by Syneron or Candela due to a failure to consummate the merger by June 1, 2010, or to obtain the requisite affirmative vote by Candela's stockholders and at or prior to the time of the special meeting of Candela's stockholders, for either such reason, an alternative acquisition proposal shall have been publicly announced or otherwise publicly disclosed, and (ii) within 12 months of the date the merger agreement is terminated Candela reaches a definitive agreement to consummate, or consummates, an alternative acquisition proposal; or
•: the merger agreement is terminated by Syneron because a triggering event has occurred, which includes, among others, (i) the Candela board of directors withdraws or modifies its recommendation for the merger in a manner adverse to Syneron; and (ii) Candela executing any letter of intent, memorandum of understanding or similar document or any contract relating to any alternative acquisition proposal.

For a more detailed description of the above provisions, please see the section entitled "The Merger Agreement—Expenses and Termination Fees" on page 113 of this proxy statement/prospectus.

U.S. Federal Income Tax Considerations (see page 88)

Syneron and Candela expect the merger to qualify as a reorganization for U.S. federal income tax purposes. Assuming the merger qualifies as a reorganization, a Candela stockholder generally will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Candela common stock for Syneron ordinary shares in the merger, except that a U.S. stockholder would recognize gain, if any, on the cash received in lieu of a fractional ordinary share of Syneron. However, even if the transaction qualifies as a reorganization, a U.S. stockholder that will own 5% or more of either the total voting power or total value of the outstanding Syneron ordinary shares after the merger (taking into account applicable constructive ownership and attribution rules of the Internal Revenue Code and applicable Treasury regulations) will recognize its full amount of gain on the merger unless the U.S. stockholder files a "gain recognition agreement" with the Internal Revenue Service.

Anticipated Accounting Treatment (see page 96)

Syneron will account for the merger under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141R, "Business Combinations." For more detailed information, please see the section entitled "The Merger—Anticipated Accounting Treatment" beginning on page 96 of this proxy statement/prospectus.

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Interests of Candela's Executive Officers and Directors in the Merger (see page 80)

In considering the recommendation of Candela's board of directors that you vote to adopt and approve the merger agreement, you should be aware that some of Candela's executive officers and directors may have interests, including economic interests, in the merger that are different from, or in addition to, those of Candela's stockholders generally because of existing employment arrangements and existing indemnification and liability insurance arrangements, in each case, which will be assumed by Syneron following the merger, and other reasons. For additional information, please see the section entitled "The Merger—Interests of Certain Persons in the Transaction" beginning on page 80 of this proxy statement/prospectus.

Candela's board of directors was aware of and considered these interests, among other matters, in adopting and approving the merger agreement, the merger and the transactions contemplated thereby, and in making its recommendation that Candela's stockholders vote to adopt and approve the merger agreement.

Voting Agreements (see page 114)

In connection with the execution of the merger agreement, Syneron entered into voting agreements with Candela's directors and executive officers, which provide, among other things, that each such person will vote all of the shares of Candela's common stock beneficially owned by such person in favor of the merger and against any opposing proposal. Candela's directors and executive officers, as of the record date for the Candela special meeting, collectively held approximately % of the outstanding shares of Candela common stock entitled to vote at the special meeting, all of which is subject to the terms of the voting agreements. For additional information, please see the section entitled "Voting Agreements" beginning on page 114 of this proxy statement/prospectus. The form of voting agreement is also attached to this proxy statement/prospectus as Annex B.

Syneron Will List the Ordinary Shares of Syneron Issued in the Merger on the NASDAQ Global Select Market; Candela's Common Stock will be Delisted from the NASDAQ Global Select Market (see page 87)

If the merger is completed, Candela stockholders will be able to trade the ordinary shares of Syneron they receive in the merger on the NASDAQ Global Select Market, subject to restrictions on affiliates of Syneron, as of the effective time of the merger as described in the section entitled "The Merger—Sales of Ordinary Shares of Syneron Received in the Merger" beginning on page 87 of this proxy statement/prospectus.

If Syneron and Candela complete the merger, Candela stock will no longer be listed for trading on the NASDAQ Global Select Market or any other market or exchange.

Regulatory Filings and Approvals (see page 87)

The parties believe there are no federal or state regulatory requirements that must be complied with or approvals of any federal or state regulatory agencies that must be obtained in connection with the merger.

Syneron must obtain approval of the listing on the NASDAQ Global Select Market of the Syneron ordinary shares to be issued in the merger.

Litigation Related to the Merger (see page 97)

After the announcement of Candela's proposed merger with Syneron, two putative class action lawsuits were filed in the Superior Courts of Massachusetts against Candela and the members of Candela's board of directors, among others. The plaintiffs in the two actions purport to sue on behalf of a class of Candela stockholders, and allege that members of the board of directors breached fiduciary duties owed to

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Candela stockholders through, among other things, the failure to maximize shareholder value and the use of an unfair or flawed process in connection with the proposed merger between Candela and Syneron, and that Candela, with others, aided and abetted the purported breaches of fiduciary duties.

One or both of the complaints seek, among other relief: rescission of the merger agreement; an injunction against the merger; an order requiring disclosure of all material information necessary for stockholders to make an informed vote on the proposed merger; an order directing that the directors pursue strategic alternatives in the best interests of Candela's stockholders; and an accounting for damages caused by defendants as well as an award of all costs and disbursements of the actions, including reasonable attorneys' fees and expenses. Candela denies the allegations in the complaints and intends to defend these lawsuits vigorously. However, although Candela believes these lawsuits are without merit, they may potentially delay or prevent the consummation of the merger.

No Appraisal Rights (see page 97)

Under Section 262 of the General Corporation Law of the State of Delaware, the holders of Candela common stock will not have appraisal rights in connection with the merger. See the section entitled "The Merger—No Appraisal Rights" on page 97 of this proxy statement/prospectus.

Material Differences in Rights of Candela Stockholders and Syneron Shareholders (see page 161)

When the merger is completed, Candela stockholders will automatically become Syneron shareholders. The rights of Syneron shareholders differ from the rights of Candela stockholders in certain important ways. For additional information, please see the section entitled "Comparative Rights of Syneron Shareholders and Candela Stockholders" beginning on page 161 of this proxy statement/prospectus.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND DATA

Syneron ordinary shares have been listed on the NASDAQ Global Select Market under the symbol "ELOS" since August 5, 2004. Candela common stock has been listed on the NASDAQ Global Select Market under the symbol "CLZR" since April 5, 1989.

The table below sets forth, for the periods indicated, the high and low sale prices per ordinary share of Syneron and per share of Candela common stock as reported on the NASDAQ Global Select Market.

	Syneron Ordinary Shares				Candela Common Stock

Period	High		Low		High		Low
April 2009	$	6.83	$	5.28	$	1.59	$	0.39
May 2009	$	7.96	$	6.71	$	1.25	$	0.88
June 2009	$	8.52	$	7.10	$	1.36	$	0.82
July 2009	$	8.35	$	6.50	$	1.18	$	0.82
August 2009	$	10.10	$	8.25	$	1.91	$	1.06
September 2009	$	12.04	$	8.69	$	3.46	$	1.54
October 2009 (until October 19, 2009)	$	12.09	$	10.74	$	3.45	$	2.99
Calendar Year ended December 31, 2007
First Quarter	$	28.12	$	24.21	$	12.86	$	9.38
Second Quarter	$	27.39	$	24.70	$	12.82	$	10.34
Third Quarter	$	26.10	$	22.30	$	11.70	$	7.02
Fourth Quarter	$	24.25	$	13.37	$	8.94	$	5.28
Calendar Year ended December 31, 2008
First Quarter	$	17.77	$	13.35	$	5.75	$	2.95
Second Quarter	$	18.04	$	14.51	$	3.50	$	2.04
Third Quarter	$	17.25	$	12.70	$	3.30	$	2.15
Fourth Quarter	$	14.13	$	5.88	$	2.46	$	0.31
Calendar Year ended December 31, 2009
First Quarter	$	8.74	$	4.55	$	0.68	$	0.27
Second Quarter	$	8.52	$	5.28	$	1.59	$	0.39
Third Quarter	$	12.04	$	6.50	$	3.46	$	0.82
Fourth Quarter (until October 19, 2009)	$	12.09	$	10.74	$	3.45	$	2.99
Last five calendar years:
2004	$	39.00	$	15.58	$	17.94	$	7.85
2005	$	46.91	$	23.05	$	15.47	$	8.35
2006	$	32.72	$	17.81	$	24.08	$	9.91
2007	$	28.12	$	13.37	$	12.86	$	5.28
2008	$	18.04	$	5.88	$	5.75	$	0.31

As of , 2009, there were approximately shareholders of record of Syneron ordinary shares and approximately stockholders of record of Candela common stock. Neither Syneron nor Candela has ever paid cash dividends on its ordinary shares or common stock, respectively, and neither anticipates paying cash dividends in the foreseeable future.

Following completion of the merger, ordinary shares of Syneron will continue to be listed on the NASDAQ Global Select Market, and there will be no further market for Candela common stock.

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The following table sets forth the per share closing sale price of ordinary shares of Syneron as reported on the NASDAQ Global Select Market, the per share closing sale price of Candela common stock as reported on the NASDAQ Global Select Market, and the estimated equivalent per share price, as explained below, of Candela common stock as if the merger occurred on September 8, 2009, the last full trading day before the public announcement of the proposed merger and as if the merger occurred on , 2009, the latest practicable date before the date of this proxy statement/prospectus.

	Syneron Ordinary Shares		Candela Common Stock		Estimated Equivalent Candela per Share Price(1)

September 8, 2009	$	9.74	$	1.88	$	2.84
, 2009	$		$		$

(1): The estimated equivalent price per share reflects the value of ordinary shares of Syneron that Candela stockholders would receive in exchange for each share of Candela common stock if the merger were completed on the date indicated. Such price reflects the 0.2911 of an ordinary share of Syneron that Candela stockholders will be entitled to receive for each share of Candela common stock in the merger.

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SYNERON SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The selected historical consolidated financial and other data set forth below for the years ended December 31, 2006, 2007, 2008 and as at December 31, 2007 and 2008 are derived from Syneron's consolidated financial statements and the related notes thereto incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial and other data set forth below for the years ended December 31, 2004 and 2005 and as at December 31, 2004, 2005 and 2006 are derived from Syneron's consolidated financial statements and the related notes thereto which are not incorporated by reference into this proxy statement/prospectus.

The selected unaudited consolidated financial and other data as of and for each of the six month periods ended June 30, 2009 and 2008 are derived from unaudited interim condensed consolidated financial statements incorporated by reference into this proxy statement/prospectus. Such financial statements include, in Syneron's opinion, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of the unaudited periods. You should not rely on these interim results as being indicative of results Syneron may expect for the full year or any other interim period.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Syneron following the merger, and you should read the selected historical consolidated financial and other data together with Syneron's audited consolidated financial statements and the related notes thereto and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" from Syneron's Annual Report on Form 20-F for the fiscal year ended December 31, 2008 and the Report of Foreign Private Issuer on Form 6-K containing its results for the six months ended June 30, 2009 and Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" for information on where you can obtain copies of these documents.

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			Six Months Ended June 30,						Year ended December 31,

			2009			2008			2008			2007		2006		2005		2004
									(U.S. Dollars, in thousands, except per share and weighted average shares data)
Consolidated Statement of Operations Data:
Revenues			$	26,044		$	72,312		$	114,979		$	140,996	$	116,976	$	87,406	$	57,918
Cost of revenues(1)				9,959			16,226			29,670			26,995		17,921		11,428		6,914
Gross profit				16,085			56,086			85,309			114,001		99,055		75,978		51,004
Operating expenses:
	Research and development(1)			5,886			6,987			13,783			12,511		8,515		5,030		3,078
	Selling and marketing(1)			18,756			28,289			54,064			58,605		46,434		25,188		19,625
	General and administrative(1)			8,834			7,240			17,706			11,860		9,455		3,534		2,725
	Other expenses(2)			—			—			—			—		—		3,494		—
	Legal settlement, net of legal cost			(3,975	)		—			—			—		—		—		—
		Total operating expenses(1)(2)		29,501			42,516			85,553			82,976		64,404		37,246		25,428
Operating (Loss) income(1)(2)				(13,416	)		13,570			(244	)		31,025		34,651		38,732		25,576
Financial income, net				1,214			2,697			3,862			3,254		6,492		3,081		2,384
Income (Loss) before taxes on income				(12,202	)		16,267			3,618			34,279		41,143		41,813		27,960
Taxes on income				1,597			(3,044	)		(2,009	)		3,035		1,489		750		620
Income (Loss) before non controlling interest				(13,799	)		19,311			5,627			31,244		39,654		41,063		27,340
Net loss attributable to non controlling interest				106			—			—			—		—		—		—
Net (Loss) Income				(13,693	)		19,311			5,627			31,244		39,654		41,063		27,340
Net (Loss) Income per share:
	Basic		$	(0.50	)	$	0.71		$	0.21		$	1.13	$	1.46	$	1.65	$	1.45
	Diluted		$	(0.50	)	$	0.70		$	0.2		$	1.12	$	1.44	$	1.48	$	1.14
Weighted-average number of shares used in per share calculation (in thousands):
	Basic			27,492			27,372			27,410			27,690		27,202		24,888		18,917
	Diluted			27,492			27,546			27,521			27,880		27,601		27,664		24,083

(1): Includes the following stock-based compensation charges:

		Six Months Ended June 30,				Year ended December 31,

		2009		2008		2008		2007		2006		2005		2004
Cost of revenues			14		43	$	51	$	278	$	267	$	—	$	—
Research and development			275		313		295		883		644		16		16
Selling and marketing			1,207		2,198		3,860		4,514		5,054		112		112
General and administrative			1,193		1,951		3,386		2,134		2,291		20		20
	Total stock-based compensation charge		2,689		4,505	$	7,592	$	7,809	$	8,256	$	148	$	148

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	As of June 30,				As of December 31,

	2009		2008		2008		2007		2006		2005		2004
	(U.S. Dollars, in thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents, deposits and securities	$	213,345	$	220,462	$	216,922	$	203,687	$	171,676	$	134,059	$	93,432
Working capital		192,904		188,431		204,992		189,784		127,259		144,490		95,071
Total assets		261,390		289,306		281,286		269,276		225,241		170,281		109,546
Total liabilities		28,705		37,678		38,690		38,441		30,844		25,117		15,145
Retained earnings		140,645		167,884		154,338		148,573		117,329		77,675		36,612
Shareholders' equity		232,685		251,628		242,596		230,835		194,397		145,164		94,401

			For the Year Ended

*(in thousands, except per share data)* Consolidated Statement of Operations Data:			June 27, 2009			June 28, 2008			June 30, 2007			July 1, 2006			July 2, 2005
Revenue:
Lasers and other products			$	74,955		$	104,583		$	112,445		$	121,838		$	102,316
Product-related service				41,625			42,034			35,332			27,628			21,585

Total revenue				116,580			146,617			147,777			149,466			123,901

Cost of sales:
Lasers and other products				40,740			49,545			49,188			54,748			45,235
Product related service				31,279			31,559			24,191			20,869			17,918
Litigation-related charges				—			—			—			—			4,829

Total cost of sales				72,019			81,104			73,379			75,617			67,982

Gross profit:				44,561			65,513			74,398			73,849			55,919

Operating expenses:
Selling, general and administrative				51,514			68,075			52,753			44,297			40,165
Research and development				10,555			10,104			17,489			8,879			6,890
Litigation-related charges				—			—			—			—			773

Total operating expenses				62,069			78,179			70,242			53,176			47,828

(Loss) income from operations:				(17,508	)		(12,666	)		4,156			20,673			8,091

Other income (expense):
Interest income				511			1,628			2,719			1,748			640
Other income (expense), net				(361	)		(1,841	)		3,725			(19	)		(73	)

Total other income (expense)				150			(213	)		6,444			1,729			567

(Loss) income from continuing operations before income tax:				(17,358	)		(12,879	)		10,600			22,402			8,658
(Benefit from) provision for income taxes				(6,769	)		(5,769	)		3,568			7,468			2,194

(Loss) income from continuing operations				(10,589	)		(7,110	)		7,032			14,934			6,464
Discontinued operations:
Loss from discontinued operations, net of tax benefit of $615, $720 and $25 in 2009, 2008 and 2007, respectively				(885	)		(1,961	)		(776	)		—			—
Net loss on disposal of discontinued operations, net of tax benefit of $7,687				(11,057	)		—			—			—			—
Gain on revision of the skin care center's leasehold obligations net of income tax expense of $145 and $515 in 2009 and 2005, respectively				249			—			—			—			859

Net (loss) income			$	(22,282	)	$	(9,071	)	$	6,256		$	14,934		$	7,323

Net (loss) income per share of common stock
	Basic:
		Income (loss) from continuing operations	$	(0.47	)	$	(0.31	)	$	0.30		$	0.65		$	0.29
		Income (loss) from discontinued operations		(0.51	)		(0.09	)		(0.03	)		—			0.04

		Net (loss) income	$	(0.98	)	$	(0.40	)	$	0.27		$	0.65		$	0.33
	Diluted:
		Income (loss) from continuing operations	$	(0.47	)	$	(0.31	)	$	0.30		$	0.62		$	0.28
		Income (loss) from discontinued operations		(0.51	)		(0.09	)		(0.03	)		—			0.04

		Net (loss) income	$	(0.98	)	$	(0.40	)	$	0.27		$	0.62		$	0.32
Basic weighted average shares outstanding				22,714			22,673			23,086			23,017			22,388
Diluted weighted average shares outstanding				22,714			22,673			23,525			23,948			23,073

	For the Year Ended

Consolidated Balance Sheet Data, in thousands:	June 27, 2009		June 28, 2008		June 30, 2007		July 1, 2006		July 2, 2005
Cash, restricted cash, and cash equivalents	$	25,707	$	21,059	$	27,200	$	40,360	$	56,383
Marketable securities		3,100		12,131		11,773		27,332		—
Marketable securities (long-term portion)		—		3,512		12,260		11,953		—
Working capital		56,421		68,462		66,775		81,910		70,378
Total assets		123,170		158,095		150,230		149,656		116,816
Long-term debt		—		—		—		—		—
Total stockholders' equity		77,444		99,789		101,510		100,012		74,339

	For the Six Months Period Ended June 30, 2009

Unaudited Pro Forma Condensed Combined Statement of Operations Data:
Total revenue	$	87,203
Cost of revenues		47,675

Gross profit		39,528
Research and development expenses		10,520
Selling, general and administrative expenses		50,198
Settlement, net of legal cost		(3,975	)

Loss from operations		(17,215	)
Financial income, net		1,308
Other expenses, net		260
Taxes on income		(160	)

Net loss from continuing operations		(15,487	)

Net loss attributable to non controlling interest		106
Net loss attributable to Syneron and Candela's shareholders		(15,381	)
Basic and diluted net loss per share	$	(0.45	)
Weighted-average shares of common stock outstanding		34,162

	For the Year Ended December 31, 2008

Unaudited Pro Forma Condensed Combined Statement of Operations Data:
Total revenue	$	246,207
Cost of revenues		110,617

Gross profit		135,590
Research and development expenses		24,588
Selling, general and administrative expenses		142,278

Loss from operations		(31,276	)
Financial income, net		4,944
Other expenses, net		(685	)
Taxes on income		(12,020	)

Net loss from continuing operations		(14,997	)
Basic and diluted net loss per share	$	(0.44	)
Weighted-average shares of common stock outstanding		34,191

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