According to the Complaint, on February 14, 2015, Cynosure, Hologic and Merger Sub entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Hologic commenced the Tender Offer on February 22, 2017. The Tender Offer is scheduled to expire at 12:00 midnight EST on March 21, 2017. Following the completion of the Tender Offer, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Cynosure, with Cynosure surviving as a wholly owned subsidiary of Hologic (the “Merger”).
The Complaint alleges in order to accomplish the Tender Offer, Defendants have filed a Schedule 14D-9 Solicitation/Recommendation Statement (“Recommendation Statement”) that fails to provide all material information. In particular, the Recommendation Statement does not include a fair summary of the financial analyses performed by Leerink Partners LLC (“Leerink”), financial advisor for Cynosure, and fails to disclose the projections for Cynosure (including a GAAP to Non-GAAP reconciliation mandated by the SEC).