• Embed Doc
  • Copy Link
  • Readcast
  • Collections
  • CommentGo Back
Download
 
 LUMENIS LTD. Yokneam Industrial Park Post Office Box 240 Yokneam, Israel, 20692NOTICE OFSPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 14, 2006
Lumenis Ltd. (the “Company”) will hold a Special General Meeting of its stockholders at the officesof Bryan Cave LLP, 1290 Avenue of the Americas, 35
th
Floor, New York, New York 10104 on November14, 2006 at 5:30 p.m., local time, for the following purposes:1. To approve and adopt the Purchase Agreement in the form attached to the accompanying proxy statement as
 Annex 1
between the Company and investors named therein (the “Investors”) (the“Purchase Agreement”) and the transactions contemplated thereby, including: The issuance to the Investors pursuant to the Purchase Agreement of an aggregate amount of 111,919,418 Ordinary Shares of the Company, par value NIS 0.1 per share (the “Purchased Shares”), inconsideration for an investment in the Company in an aggregate amount of US$120,000,000, at a priceper share of US$1.0722, all subject to adjustments as set forth in the Purchase Agreement; The grant to the Investors pursuant to the Purchase Agreement of five-year warrants topurchase 17,000,000 Ordinary Shares of the Company, par value NIS 0.1 per share, at an exercise priceof US$1.1794 for an aggregate exercise price of US$20,049,800, all subject to adjustments as set forth inthe Purchase Agreement; The grant to the Investors pursuant to the Purchase Agreement of six month warrants topurchase 27,979,855 Ordinary Shares of the Company par value NIS 0.1 per share, at an exercise priceof US$1.0722 per share for an aggregate exercise price of US$30,000,000, all subject to adjustments asset forth in the Purchase Agreement; The possible redemption by the Company of up to 36,180,968 of the Purchased Shares(collectively, the “Redeemable Shares”) for no consideration upon the Company meeting certainfinancial targets as set forth in the Purchase Agreement; and The issuance to the Investors of the Purchased Shares resulting in each of the Investors,severally, holding more than 25% of the issued and outstanding share capital of the Company and,assuming exercise of warrants issued pursuant to the Purchase Agreement and giving effect to theadjustment events contemplated thereby, possibly resulting in one or more of the Investors, severally,holding more than 45% of the issued and outstanding share capital of the Company and, in each case,thereby becoming a “controlling holder” and a “holder of a controlling stake” (within the meaning of the Israeli Companies Law-1999 (the “Companies Law”)).2. To approve and adopt the amendment and replacement of the Company’s Articles of  Association with the Articles of Association, as amended and restated, attached to the accompanying proxy statement as
 Annex 2,
which amendments include, among others, an increase of the authorized share capitalof the Company by NIS 60,000,000, divided into 600,000,000 Ordinary Shares, par value NIS 0.1 per share,
 
 
resulting in the authorized share capital of the Company being NIS 70,000,000, divided into 700,000,000Ordinary Shares, par value NIS 0.1 per share.3. To elect, in lieu of the incumbent Board of Directors, effective as of the closing under thePurchase Agreement, the following individuals to serve as directors until the next shareholders’ meeting oruntil their successors are duly appointed or their earlier resignation or removal:Harel Beit-On Yoav Doppelt4. To elect Talia Livni and Yitzhak Peterburg 
 
as external directors of the Company, under theCompanies Law, effective as of the closing under the Purchase Agreement and to serve a three-year term oruntil the earlier resignation or removal of such external directors in accordance with the Companies Law.
 
5. To approve the execution, delivery and performance of an Indemnification Agreement, inthe form attached to the accompanying proxy statement as
 Annex 3
, by and between the Company and eachof the to-be elected directors and officers of the Company, as well as between the Company and each of itsdirectors and officers serving on the date hereof.6. To approve the purchase of directors’ and officers’ liability insurance at a premium of $1,200,000, providing coverage at a total amount not exceeding $100,000,000 for the benefit of all directorsand officers of the Company that may serve from time to time from the closing of the Purchase Agreement,as approved by the Company’s Audit Committee and Board of Directors, and of a run-off directors’ andofficers’ liability insurance policy, at a premium not exceeding $3,000,000, providing coverage for the benefitof the current directors with respect to actions or omissions occurring in their capacity as office holdersbefore the date of the closing of the Purchase Agreement.7. To approve the compensation of the directors to be elected as provided above as follows:
•
 
the payment of an annual director fee to Harel Beit-On in an amount of $150,000plus VAT and the payment of an annual director fee to Yoav Doppelt in anamount of $100,000 plus VAT;
•
 
the payment of an annual director fee to each of Talia Livni and Yitzhak Peterburg in an amount of NIS100,000 and a fee of NIS3,000 to each such external directorfor each meeting of the Board or any committee thereof in which such memberparticipates other than the first four meetings in each year of service (with partialpayment for participation by telephone or for resolutions adopted in lieu of ameeting, as determined by applicable regulations under the Companies Law); and
•
 
the grant to Harel Beit-On of options to purchase 1,632,000 Ordinary Shares of theCompany, the grant to Yoav Doppelt of options to purchase 768,000 Ordinary Shares of the Company, and the grant to each of Talia Livni and Yitzhak Peterburg of options to purchase 100,000 Ordinary Shares of the Company, on termsdescribed herein.8. To approve option grants for fiscal 2005 and 2006 to the current directors pursuant to thedirector compensation arrangements originally approved by shareholders in 2001.9. To act on such other matters as may properly come before the meeting or any adjournmentor adjournments thereof.
 
 
 The proposals and details with respect to the Special General Meeting are described more fully in theattached proxy statement, which we urge you to read in its entirety. The Board of Directors has fixed October 15, 2006 as the record date for the determination of theshareholders entitled to notice of, and to vote at, the Special General Meeting and all adjournments thereof.Our Board of Directors recommends that you vote “FOR” approval and adoption of all theresolutions described in this notice and in the accompanying proxy statement.
 The conditions to closing of the transactions include shareholder approval of each and everyone of Proposals 1 through 6 set out in this proxy statement. Accordingly, failure of the shareholdersto approve any one of Proposals 1 through 6 will result in a material failure of a condition to suchclosing and none of the transactions can be completed.
 By Order of the Board of Directors Avner RazPresident and Chief Executive OfficerOctober 10, 2006
 Whether or not you plan to attend the meeting and regardless of the number of OrdinaryShares you own, you are requested to vote by filling in, dating and signing the enclosed proxy andsending it promptly to the Company by messenger or by registered mail in the accompanyingenvelope. Proxies must arrive at Company's offices at the following address, Yokneam IndustrialPark, Yokneam, Israel 20692 or at the office of our proxy solicitor in the United States, MackenziePartners, Inc., 105 Madison Avenue, New York, New York 10016, at least 72 hours before the time of the Special General Meeting, together with a copy of your I.D card (Israeli only) or passport orcertificate of incorporation. Proxies voted by beneficial owners of shares that are not record holdersshould be accompanied with documents evidencing ownership by such holders of record. The proxyis solicited by the Board of Directors of the Company. You may withdraw your proxy at any time,but no later than 24 hours before the Special General Meeting, in which case you will be able to voteonly at the Special General Meeting itself.
 IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE WITH VOTING YOUR SHARES PLEASE CONTACT OUR PROXY SOLICITOR, MACKENZIE PARTNERS, INC., TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT PROXY@MACKENZIEPARTNERS.COM.
 
of 00

Leave a Comment

You must be to leave a comment.
Submit
Characters: ...
You must be to leave a comment.
Submit
Characters: ...