On September 8, 2009, Syneron Medical Ltd., a company organized under the laws of the State of Israel ("Syneron"), Syneron Acquisition Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Syneron ("Sub"), and Candela Corporation, a Delaware corporation ("Candela"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the combination of Syneron and Candela through the merger (the "Merger") of Sub with and into Candela on the terms and subject to the conditions thereof. The Merger Agreement has been approved by the Boards of Directors of Syneron and Candela and is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Syneron and Candela currently expect to complete the Merger by the end of 2009.

At the effective time of the Merger (the "Effective Time"), each outstanding share of Candela common stock will be converted into the right to receive 0.2911 Syneron ordinary shares (the "Exchange Ratio"). Additionally, at the Effective Time, Syneron will assume all outstanding options to acquire shares of Candela common stock and outstanding Candela stock appreciation rights that are "in the money" (i.e. that have an exercise price less than or equal to the product of
(x) the price per share of Syneron's ordinary shares on the NASDAQ Global Select Market immediately prior to the Effective Time and (y) the Exchange Ratio). In addition, Syneron will assume all outstanding options to acquire shares of Candela common stock and outstanding Candela stock appreciation rights that are subject to the terms of certain executive retention agreements entered into by Candela with certain of its executive officers, pursuant to the obligations set forth in those agreements.

Following the close of the transaction, Louis P. Scafuri, Syneron's current Chief Executive Officer, will be Chief Executive Officer of the combined company and Dr. Shimon Eckhouse, Syneron's current Chairman of the Board of Directors, will remain Chairman of Syneron. Gerard E. Puorro, Candela's current Chief Executive Officer, will join Syneron's Board of Directors. The management team for the combined company will be comprised of executives from each organization.

The conditions to the Merger include the adoption and approval of the Merger by the stockholders of Candela and, in furtherance thereof, the Board of Directors of Candela has agreed to recommend approval of the Merger to the Candela stockholders. In addition, Candela and Syneron have each made customary representations, warranties, covenants and other agreements in the Merger Agreement, the accuracy of and compliance with which (to the standard specified in the Merger Agreement) are conditions to the other party's obligation to consummate the Merger.

The Merger Agreement provides that the consummation of the Merger is also subject to various other customary conditions, including: (i) necessary anti-trust approvals; (ii) the effectiveness of a registration statement on Form F-4 to be filed by Syneron to register the ordinary shares of Syneron to be issued in the Merger; and (iii) the approval of those shares for listing on the NASDAQ Global Select Market.

The Merger Agreement also contains a customary "no-shop" covenant which prohibits Candela from soliciting any alternative acquisition proposals, participating in any negotiations or discussions with any person relating to any alternative acquisition proposal, providing any information to any person in connection with any alternative acquisition proposal, approving, endorsing or recommending any alternative acquisition proposal, or entering into any agreement relating to any alternative acquisition proposal. The "no-shop" provision is subject to certain exceptions that permit the board of directors of Candela to comply with its fiduciary duties, which, under certain circumstances, would enable Candela to provide information to, and engage in discussions or negotiations with, third parties with respect to alternative acquisition proposals.

The Merger Agreement provides for certain customary termination rights for both Candela and Syneron and further provides that, upon termination under specified circumstances, Candela will be obligated to pay to Syneron a termination fee. The termination fee payable by Candela is $2,600,000.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Candela or Syneron. The Merger Agreement contains representations, warranties and covenants that Candela and Syneron made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between Candela and Syneron and may be subject to important qualifications and limitations agreed to by Candela and Syneron in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between Candela and Syneron rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Candela's or Syneron's public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Voting Agreements

Concurrently with the execution of the Merger Agreement, each of the directors and executive officers of Candela entered into Voting Agreements (the "Voting Agreements") with Syneron. The Voting Agreements provide, among other things, that each such person will vote all of the shares of Candela common stock beneficially owned by such person in favor of the Merger and against any opposing proposal. The Voting Agreements relate to an aggregate of approximately 3% of the outstanding Candela common stock and will also apply to any shares of Candela common stock acquired by each director and executive officer of Candela between the

date the Voting Agreements were executed and the date the Merger is completed. The Voting Agreements terminate upon the earlier of the consummation of the Merger, the termination of the Merger Agreement or upon the mutual written agreement of the parties; provided, however, that, subject to certain exceptions, the Voting Agreements provide that the directors and executive officers of Candela will not dispose of any ordinary shares of Syneron that they may receive in the Merger for a period of 180 days following the closing of the Merger.

The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Voting Agreement attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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. Investors and security holders are urged 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 . . .

On September 9, 2009, Candela and Syneron issued a joint press release announcing, among other things, the execution of the Merger Agreement. A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.

2.1   Agreement and Plan of Merger, dated as of September 8, 2009, among Syneron
      Medical Ltd., Syneron Acquisition Sub, Inc. and Candela Corporation

99.1  Form of Voting Agreement and a schedule of signatories thereto

99.2  Joint press release issued on September 9, 2009 by Syneron Medical Ltd.
      and Candela Corporation