PMTI Palomar Medical Technologies, Inc. (MM)

SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus, which we refer to as this Proxy Statement, and does not contain all the information that may be important to you. Cynosure and Palomar urge you to read carefully this Proxy Statement and the annexes to this Proxy Statement in their entirety. Additional, important information is also contained in the documents that we incorporate by reference into this Proxy Statement; see “Where You Can Find More Information.” We have included page references in this summary to direct you to a more complete description of the topics presented below.

The Parties

Cynosure (See page 100)

Cynosure develops and markets aesthetic treatment systems that are used by physicians and other practitioners to perform non-invasive and minimally invasive procedures to remove hair, treat vascular and benign pigmented lesions, treat multi-colored tattoos, rejuvenate the skin, liquefy and remove unwanted fat through laser lipolysis, reduce cellulite and treat onychomycosis. It is also developing an aesthetic treatment product for the home use market. It sells its products through a direct sales force in North America, France, Spain, the United Kingdom, Germany, Korea, China, Japan and Mexico and through international distributors in approximately 100 other countries.

Cynosure was incorporated under the laws of the State of Delaware in July 1991. Its principal executive offices are located at 5 Carlisle Road, Westford, Massachusetts 01886, and its telephone number at this location is (978) 256-4200.

Palomar (See page 100)

Palomar is a leading researcher and developer of innovative aesthetic light-based systems for hair removal and other cosmetic procedures, including both lasers and high powered lamps. For over a decade, it has been at the forefront of technology breakthroughs in the use of laser and other light-based products for dermatology and cosmetic procedures.

Palomar was incorporated under the laws of the State of Delaware in August 1991. Its principal executive offices are located at 15 Network Drive, Burlington, Massachusetts 01803, and its telephone number at this location is (781) 993-2300.

The Merger Subsidiary (See page 100)

Commander Acquisition, LLC, or the Merger Subsidiary, is a wholly-owned subsidiary of Cynosure and was originally incorporated under the laws of the State of Delaware on March 15, 2013 as Commander Acquisition Corp. for the purpose of effecting the merger. To facilitate Cynosure’s tax objectives, on May 15, 2013, the Merger Subsidiary was converted at Cynosure’s request into a limited liability company under the laws of the State of Delaware, and its name was changed to Commander Acquisition, LLC. Upon completion of the merger, Palomar will merge with and into the Merger Subsidiary, which will survive as a wholly-owned subsidiary of Cynosure.

The Merger Subsidiary has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger.

Risk Factors (See page 24)

Before voting at the Cynosure annual meeting or the Palomar special meeting, you should carefully consider all of the information contained in or incorporated by reference into this Proxy Statement, as well as the specific factors under the heading “Risk Factors,” including the risks that:

The Merger

The Merger Agreement (See page 85)

On March 17, 2013, Cynosure, Palomar and the Merger Subsidiary entered into an agreement and plan of merger. On May 15, 2013, Cynosure, Palomar and the Merger Subsidiary entered into an amended and restated agreement and plan of merger, which is attached as Annex A to this Proxy Statement, for the purpose of implementing technical changes necessitated by the conversion of the Merger Subsidiary into a limited liability company. We encourage you to read the entire merger agreement carefully because it is the principal document governing the merger and the Share Issuance.

Effect of the Merger (See page 33)

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, Palomar will merge with and into the Merger Subsidiary, with the Merger Subsidiary surviving the merger as a wholly-owned subsidiary of Cynosure. We expect that, on a fully diluted basis, the existing stockholders of Cynosure and the former stockholders of Palomar will own approximately 77% and 23%, respectively, of the outstanding Cynosure Class A common stock following the merger, based on an assumed exchange ratio of 0.2404, which is the exchange ratio calculated as if March 15, 2013 were the third trading day prior to the effective time of the merger.

Consideration to be Received in the Merger (See page 33)

If the merger is completed, at the effective time of the merger, each share of Palomar common stock (including each related preferred stock purchase right under Palomar’s rights agreement) issued and outstanding immediately prior to the effective time of the merger will be converted automatically into the right to receive (i) a cash amount equal to $6.825, plus any “Make-Whole Payment,” without interest, and (ii) a number of shares of Cynosure Class A common stock based on an exchange ratio that will be determined immediately prior to the closing of the merger and that will be equal to $6.825 (which we refer to in this Proxy Statement as the “Target Stock Value”) divided by the average of the last reported sales price of Cynosure Class A common stock on The NASDAQ Stock Market LLC for the 20 consecutive trading days ending three trading days prior to the effective time of the merger (which we refer to in this Proxy Statement as the “Average Cynosure Stock Price”), and rounding the result to the nearest 1/10,000 of a share of Cynosure Class A common stock. However, (x) if the

number determined by dividing the Target Stock Value by the Average Cynosure Stock Price is less than or equal to 0.229, the exchange ratio will be 0.229 and (y) if the number determined by dividing the Target Stock Value by the Average Cynosure Stock Price is greater than or equal to 0.283, the exchange ratio will be 0.283 (which we refer to in this Proxy Statement as the “Maximum Exchange Ratio”). For purposes of the merger agreement, “Make-Whole Payment” means (1) if, but for the limitation in the preceding sentence, the exchange ratio would be greater than the Maximum Exchange Ratio, an amount that is equal to the positive difference between the Target Stock Value and the product of (X) the Average Cynosure Stock Price multiplied by (Y) the exchange ratio (which difference we refer to in this Proxy Statement as the “Stock Value Shortfall”) and (2) in all other cases, $0.00, except that the Make-Whole Payment may not exceed $0.400 unless otherwise agreed to by Cynosure in writing.

The mix and value of the merger consideration to be received by Palomar stockholders may fluctuate in certain circumstances based on the market price of Cynosure Class A common stock. However, Palomar is not obligated to complete the merger unless either (a) the Average Cynosure Stock Price is equal to or greater than $22.704 or (b) Cynosure agrees that the Make-Whole Payment will be equal to the full value of the Stock Value Shortfall notwithstanding the $0.400 per share limitation described above. If the exchange ratio were calculated as if March 15, 2013, the last trading day prior to the public announcement of the merger, were the third trading day prior to the effective time of the merger, each outstanding share of Palomar common stock would be converted into the right to receive $6.825 in cash and 0.2404 shares of Cynosure Class A common stock.

The following table illustrates the mix and value of the merger consideration per share of Palomar common stock for different hypothetical Average Cynosure Stock Prices. For simplicity, the table assumes that no Palomar stockholders have exercised appraisal rights.

The table above is illustrative only. The mix and value of the merger consideration that a Palomar stockholder receives will be based on the actual Average Cynosure Stock Price, which will be equal to the average closing price of Cynosure Class A common stock on The NASDAQ Stock Market LLC for the 20 consecutive trading days ending three trading days prior to the effective time of the merger. The actual Average Cynosure Stock Price may be outside the range of the amounts set forth above, and as a result, the actual mix and value of the merger consideration per share of Palomar common stock may not be shown in the above table. In addition, the Average Cynosure Stock Price may not be equal to the market price of the Cynosure Class A common stock at the effective time of the merger.

Cynosure will not issue any fractional shares of Cynosure Class A common stock in the merger. Instead, Palomar stockholders will receive cash in lieu of any fractional shares based on the Average Cynosure Stock Price.

The merger agreement provides for adjustments to the merger consideration (including the exchange ratio) to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Cynosure Class A common stock or Palomar common stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Cynosure Class A common stock or Palomar common stock occurring, or with a record date, prior to the merger.

Cynosure estimates that the aggregate cash portion of the merger consideration payable pursuant to the merger agreement will be approximately $147 million. In accordance with the terms of an exchange agent agreement (which we refer to in this Proxy Statement as the “exchange agent agreement”) to be entered into among Cynosure, Palomar and American Stock Transfer & Trust Company, LLC, as exchange agent (which we refer to in this Proxy Statement as the “exchange agent”), prior to the effective time of the merger, Palomar expects to deposit with the exchange agent, from Palomar’s available cash on hand, up to $50 million of the cash merger consideration as may be requested by Cynosure, which amount would remain the property of Palomar (and be held in trust by the exchange agent for the benefit of Palomar) through the effective time of the merger, and Cynosure expects to deposit with the exchange agent, from Cynosure’s available cash on hand, the remaining portion of the cash merger consideration, which amount would remain the property of Cynosure (and be held in trust by the exchange agent for the benefit of Cynosure) through the effective time of the merger. If the merger agreement is terminated prior to the effective time of the merger or the effective time does not occur within 24 hours after the amounts are deposited with the exchange agent, the exchange agent would return these amounts to the applicable depositor.

Treatment of Stock Options and Other Equity-based Awards (See page 76)

Cynosure stock options and other equity-based awards will remain outstanding and will not be affected by the merger.

Pursuant to the merger agreement, each Palomar stock option that is outstanding and unexercised immediately prior to the effective time of the merger will be cancelled as of immediately prior to the effective time of the merger and each equity incentive plan of Palomar will be terminated as of immediately prior to the effective time of the merger.

At the effective time of the merger, all outstanding restricted stock awards, restricted stock units, performance share awards, stock appreciation rights and other equity instruments of Palomar (excluding Palomar stock options) will vest in full in accordance with their terms and, pursuant to the merger agreement, will automatically be converted into the right to receive the merger consideration described above, less, in the case of stock appreciation rights, the applicable exercise price.

Director and Officer Designations (See page 85)

Under the merger agreement, Cynosure will elect Joseph P. Caruso, Palomar’s President, Chief Executive Officer and Chairman of the Board of Directors, as Cynosure’s President and Vice Chairman of the Board of Directors, effective as of the effective time of the merger. Mr. Caruso will be designated as a member of the class of Cynosure directors whose terms will expire at Cynosure’s 2016 annual meeting of stockholders.

Recommendations of the Cynosure Board of Directors (See page ix)

After careful consideration, the Cynosure board of directors unanimously recommends that Cynosure stockholders vote (1) “FOR” the proposal to approve the issuance of Cynosure Class A common stock in the merger, which is necessary to effect the merger, (2) “FOR” the proposal to elect the two class II classified director nominees named in this Proxy Statement, (3) “FOR” the proposal to approve the amendment and restatement of Cynosure’s 2005 Stock Incentive Plan, (4) “FOR” the proposal to approve, on an advisory (non-binding) basis, Cynosure’s executive compensation, (5) “FOR” the proposal to ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2013, and (6) “FOR” the proposal to adjourn the Cynosure annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals.

Recommendations of the Palomar Board of Directors (See page x)

After careful consideration, the Palomar board of directors unanimously recommends that Palomar stockholders vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Palomar’s named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable, and (3) “FOR” the proposal to adjourn the Palomar special meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals.

Opinion of Cynosure’s Financial Advisor (See page 53)

The Cynosure board of directors considered the analyses of Leerink Swann LLC. Leerink Swann rendered its oral opinion that, as of March 17, 2013 and based upon and subject to the qualifications, limitations and assumptions set forth in its written opinion, the merger consideration to be paid by Cynosure pursuant to the merger was fair, from a financial point of view, to Cynosure. Leerink Swann subsequently confirmed its oral opinion by delivering its written opinion, dated March 17, 2013, the full text of which is attached as Annex D to this Proxy Statement. You are urged to carefully read the opinion in its entirety for a description of the qualifications, limitations and assumptions on the review undertaken.

Leerink Swann provided its opinion for the use and benefit of the Cynosure board of directors in connection with its consideration of the merger. The Leerink Swann opinion is not intended to be and does not constitute a recommendation to any stockholder as to how that stockholder should vote or act with respect to the proposed merger or any other matter described in this Proxy Statement. Leerink Swann was not requested to opine as to, and its opinion does not in any manner address, Cynosure’s underlying business decision to proceed with or effect the merger. The summary of the Leerink Swann opinion in this Proxy Statement is qualified in its entirety by reference to the full text of the Leerink Swann opinion.

Opinion of Palomar’s Financial Advisor (See page 63)

In connection with exploring a potential strategic transaction, the Palomar board of directors retained Canaccord Genuity Inc. (which we refer to in this Proxy Statement as “Canaccord Genuity”) to provide it with financial advisory services. The Palomar board of directors selected Canaccord Genuity as its financial advisor

because it is a nationally recognized investment banking firm that has substantial experience in transactions similar to the merger. In connection with the merger, Canaccord Genuity delivered to the Palomar board of directors an opinion, dated March 17, 2013, as to the fairness, from a financial point of view, to holders of Palomar common stock of the merger consideration of $13.65 per share to be received by such holders (other than shares owned by Palomar as treasury stock or by any wholly-owned subsidiary of Palomar and shares owned by Cynosure, the Merger Subsidiary and their respective subsidiaries and any dissenting shares) pursuant to the terms of the merger agreement. The full text of Canaccord Genuity’s opinion is attached to this Proxy Statement as Annex E and is incorporated into this Proxy Statement by reference. The description of Canaccord Genuity’s opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. Holders of Palomar common stock are encouraged to read Canaccord Genuity’s opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Canaccord Genuity in connection with its opinion. Canaccord Genuity’s opinion was addressed to the Palomar board of directors, was only one of many factors considered by the Palomar board of directors in its evaluation of the merger and only addresses the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration of $13.65 per share to be received in the merger by holders of Palomar common stock (other than shares owned by Palomar as treasury stock or by any wholly-owned subsidiary of Palomar and shares owned by Cynosure, the Merger Subsidiary and their respective subsidiaries and any dissenting shares). Canaccord Genuity’s opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available to Palomar or the underlying business decision of Palomar to proceed with the merger and is not intended to, and does not, constitute a recommendation to any stockholder as to how such stockholder should vote or otherwise act with respect to the merger or related transactions.

Interests of Palomar’s Directors and Executive Officers in the Merger (See page 70)

You should be aware that the directors and executive officers of Palomar have interests in the merger that are different from, or are in addition to, the interests of stockholders generally. These interests relate to the treatment of equity-based compensation awards held by directors and executive officers of Palomar in the merger, the appointment of Joseph P. Caruso, currently Palomar’s President, Chief Executive Officer and Chairman of the Board of Directors, as Cynosure’s President and Vice Chairman of the Board of Directors effective as of the effective time of the merger, amendments to the employment agreements that are in place between Palomar and each of Mr. Caruso and Paul S. Weiner, Palomar’s Senior Vice President, Chief Financial Officer and Treasurer, a new employment agreement between Mr. Caruso and Cynosure that will govern the terms of his employment with Cynosure following the merger and the indemnification of Palomar’s directors and officers by Cynosure.

Material U.S. Federal Income Tax Consequences of the Merger (See page 81)

Cynosure and Palomar intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. Assuming the merger so qualifies, for U.S. federal income tax purposes, holders of Palomar common stock whose shares are exchanged in the merger for merger consideration will generally recognize gain (but not loss) in an amount equal to the lesser of (i) the holder’s gain realized (i.e., the excess, if any, of the sum of the amount of cash and the fair market value, as of the effective time of the merger, of the Cynosure Class A common stock received over the holder’s adjusted tax basis in the shares of Palomar common stock surrendered) and (ii) the amount of cash received pursuant to the merger. In certain circumstances, this gain could be taxable as a dividend rather than a capital gain. It is a condition to each of Cynosure’s and Palomar’s respective obligations to complete the merger that it receives a separate legal opinion, at the effective time of the merger, that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. The tax consequences to Palomar stockholders of the merger are described in greater detail in the section entitled “Material U.S. Federal Income Tax Consequences.”

The tax consequences of the merger to you will depend on your own particular situation. In addition, you may be subject to state, local or foreign tax laws that are not addressed in this Proxy Statement. You are urged to consult with your own tax advisor for a full understanding of the tax consequences of the merger to you.

Accounting Treatment of the Merger (See page 75)

Each of Cynosure and Palomar prepares its financial statements in accordance with United States generally accepted accounting principles (which we refer to in this Proxy Statement as “GAAP”). The merger will be accounted for using the acquisition method of accounting with Cynosure treated as the acquirer of Palomar for accounting purposes. This means that the assets, liabilities and commitments of Palomar, the accounting acquiree, are adjusted to their estimated fair value at the acquisition date. Under the acquisition method of accounting, definite-lived intangible assets are amortized over their remaining useful lives. Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually.

Appraisal Rights (See page 76)

Cynosure stockholders do not have appraisal rights in connection with the merger.

Subject to the consummation of the merger, record holders of Palomar common stock who do not vote in favor of the Merger Proposal and otherwise comply fully with the requirements and procedures of Section 262 of the General Corporation Law of the State of Delaware, which we refer to in this Proxy Statement as the “DGCL,” are entitled to exercise their rights of appraisal, which generally entitle stockholders to receive a cash payment equal to the fair value of their Palomar common stock in connection with the merger. The full text of Section 262 of the DGCL is attached as Annex G to this Proxy Statement.

Regulatory Matters (See page 75)

Cynosure and Palomar have each agreed to use their reasonable best efforts in order to obtain all regulatory approvals required in order to complete the merger. These approvals include antitrust filings with the U.S. Department of Justice and the U.S. Federal Trade Commission and expiration or termination of the required waiting periods. Cynosure and Palomar each filed pre-merger notification and report forms with the U.S. antitrust authorities pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to in this Proxy Statement as the “HSR Act”), on March 26, 2013, and the U. S. Federal Trade Commission granted early termination of the waiting period under the HSR Act effective April 4, 2013.

Conditions to Completion of the Merger (See page 92)

We expect to complete the merger after all the conditions to the merger in the merger agreement are satisfied or waived, including after we receive requisite stockholder approvals at the Cynosure annual meeting and the Palomar special meeting and receive all required regulatory approvals. We currently expect to complete the merger by the end of June 2013. However, it is possible that factors outside of our control could require us to complete the merger at a later time or not to complete it at all.

The obligation of each party to complete the merger is subject to the satisfaction or waiver of several conditions set forth in the merger agreement, which are summarized below:

The obligation of Cynosure to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

The obligation of Palomar to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

The merger agreement provides that any or all of the additional conditions described above may be waived, in whole or in part, by Cynosure or Palomar, to the extent legally allowed. Neither Cynosure nor Palomar currently expects to waive any material condition to the completion of the merger.

Timing of the Merger (See page x)

The merger is expected to be completed by the end of June 2013, subject to the receipt of necessary regulatory approvals and the satisfaction or waiver of other closing conditions.

No Solicitation of Other Offers; No Change of Board Recommendation (See page 94)

The merger agreement contains “no solicitation” provisions that, subject to certain exceptions, require Palomar and its subsidiaries not to, and require Palomar and its subsidiaries to direct their respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives not to, directly or indirectly:

In addition, under the merger agreement, the Palomar board of directors must recommend that Palomar stockholders vote in favor of the Merger Proposal, subject to certain exceptions.

However, prior to adoption of the merger agreement by Palomar stockholders, the merger agreement does not prohibit (i) Palomar from providing information to, engaging in discussions with, or amending or waiving any standstill or similar agreement with, any person who makes an acquisition proposal for Palomar that the Palomar board of directors or any committee thereof determines in good faith (after consultation with outside legal counsel and its financial advisors) is or would reasonably be expected to lead to a “Superior Proposal” or (ii) the Palomar board of directors from changing its recommendation to Palomar stockholders regarding the merger agreement if the Palomar board of directors determines in good faith (after consultation with outside legal counsel) that the failure to effect a change in recommendation would be inconsistent with its fiduciary obligations under applicable law, in each case provided that Palomar complies with certain conditions.

Termination of the Merger Agreement (See page 96)

Either Cynosure or Palomar may terminate the merger agreement at any time prior to the effective time of the merger if:

Cynosure may terminate the merger agreement if:

Palomar may terminate the merger agreement if:

Termination Fee (See page 97)

In the merger agreement, Palomar has agreed to pay Cynosure a termination fee of approximately $10.6 million if the merger agreement is terminated:

This termination fee could discourage other companies from seeking to acquire or merge with Palomar.

Listing of Cynosure Shares; Delisting and Deregistration of Shares of Palomar Common Stock (See page 79)

Before the completion of the merger, Cynosure will cause the shares of Cynosure Class A common stock to be issued in the merger to be approved for listing on The NASDAQ Stock Market LLC. This approval is a condition to Palomar’s obligation to complete the merger. If the merger is completed, Palomar common stock will cease to be listed on The NASDAQ Stock Market LLC and its shares will be deregistered under the Exchange Act.

Comparison of Stockholders’ Rights (See page 161)

Palomar stockholders, whose rights are currently governed by Palomar’s second restated certificate of incorporation and Palomar’s second amended and restated by-laws, will become stockholders of Cynosure and their rights will be governed by the restated certificate of incorporation of Cynosure and the amended and restated by-laws of Cynosure. These differences are described in detail under “Comparison of Stockholders’ Rights.”

Dividends (See page 21)

Under the terms of the merger agreement, each of Cynosure and Palomar is prohibited from paying dividends on its common stock and from repurchasing shares of its common stock during the pendency of the merger.

Litigation Related to the Merger (See page 79)

On March 21, 2013, a putative stockholder class action complaint, captioned Edgar Calin v. Palomar Medical Technologies, Inc., et al. , No. 13-1051 BLS1 (Superior Court, Suffolk County), was filed against Palomar, its board of directors, Cynosure and the Merger Subsidiary in Massachusetts Superior Court in Suffolk County. On April 9, 2013, a second putative stockholder class action complaint, captioned Vladimir Gusinsky Living Trust v. Palomar Medical Technologies, Inc., et al. , No. 13-1328 BLS1 (Superior Court, Suffolk County), was filed against Palomar, its board of directors and Cynosure in Massachusetts Superior Court in Suffolk County. On April 12, 2013, a third putative stockholder class action complaint, captioned Albert Saffer v. Palomar Medical Technologies, Inc. et al. , No. 13-1385 BLS1 (Superior Court, Suffolk County), was filed against Palomar, its board of directors, Cynosure and the Merger Subsidiary in Massachusetts Superior Court in Suffolk County. On April 23, 2013, each of the plaintiffs in the foregoing suits filed an amended complaint. Each amended complaint alleges that members of the Palomar board of directors breached their fiduciary duties in connection with the approval of the merger and that Cynosure and, with respect to the Calin and Saffer suits, the Merger Subsidiary aided and abetted the alleged breach of fiduciary duties. Each amended complaint alleges that the Palomar directors breached their fiduciary duties in connection with the proposed transaction by, among other things, conducting a flawed sale process and failing to maximize stockholder value and obtain the best financial and other terms, and that this Proxy Statement is materially deficient. Each of these plaintiffs seeks injunctive and other equitable relief, including enjoining the defendants from consummating the merger, in addition to other

unspecified damages, fees and costs. The plaintiffs in the three Massachusetts actions moved to expedite the proceedings on May 1, 2013 and moved to consolidate the actions on May 1, 2013. On May 13, 2013, each of the defendants in the three Massachusetts actions filed an opposition to expedite, an opposition to consolidate and a cross motion to stay its respective action. On May 16, 2013, each of the plaintiffs filed oppositions to defendants’ cross motion to stay. On May 17, 2013, the Massachusetts Superior Court issued an order denying plaintiffs’ motion for expedited proceedings and granting defendants’ cross motion to stay the Massachusetts actions pending the outcome of the June 17, 2013 preliminary injunction hearing in the Delaware actions described below. Cynosure, Palomar and their respective boards of directors believe that the Massachusetts lawsuits are without merit and intend to defend them vigorously.

On April 19, 2013, a fourth putative stockholder class action complaint, captioned Gary Drabek v. Palomar Medical Technologies, Inc. et al. , No. 8491, (Del. Ch.) was filed against Palomar, its board of directors, Cynosure and the Merger Subsidiary in Delaware Chancery Court. On May 1, 2013, a fifth putative stockholder class action complaint, captioned Daniel Moore v. Palomar Medical Technologies, Inc. et al. , No. 8516, (Del. Ch.) was filed against Palomar, its board of directors, Cynosure and the Merger Subsidiary in Delaware Chancery Court. Each of the foregoing lawsuits alleges that members of the Palomar board of directors breached their fiduciary duties in connection with the approval of the merger and that Cynosure and the Merger Subsidiary aided and abetted the alleged breach of fiduciary duties. Each complaint alleges that the Palomar directors breached their fiduciary duties in connection with the proposed transaction by, among other things, conducting a flawed sale process and failing to maximize stockholder value and obtain the best financial and other terms, and that this Proxy Statement is materially deficient. Each of these plaintiffs seeks injunctive and other equitable relief, including enjoining the defendants from consummating the merger, in addition to other unspecified damages, fees and costs. The plaintiff in the Drabek action moved to expedite the proceedings on April 29, 2013, and the plaintiff in the Moore action moved to expedite and moved for a preliminary injunction on May 3, 2013. On May 7, 2013, the plaintiffs in the Drabek and Moore actions jointly submitted a proposed order of consolidation to consolidate the class actions as In re Palomar Medical Technologies Shareholder Litigation , C.A. No. 8491-VCP, which order was granted by the court on the same day. On May 10, 2013, the parties in the consolidated class action filed a stipulated preliminary injunction pleading schedule, which schedule was approved by the court on May 13, 2013. The pleading schedule requires all briefing to be completed on or before June 14, 2013 and a preliminary injunction hearing to be held on June 17, 2013. Expedited discovery is ongoing. Cynosure, Palomar and their respective boards of directors believe that the Delaware lawsuits are without merit and intend to defend them vigorously.

The Meetings

The Cynosure Annual Meeting (See page 101)

At the Cynosure annual meeting, Cynosure stockholders will be asked to vote on the following proposals:

Completion of the merger is conditioned on, among other things, the approval by Cynosure stockholders of the issuance of shares of Cynosure Class A common stock in the merger.

The Cynosure board of directors unanimously recommends that Cynosure stockholders vote (1) “FOR” the proposal to approve the issuance of Cynosure Class A common stock in the merger, which is necessary to effect the merger, (2) “FOR” the proposal to elect the two class II classified director nominees named in this Proxy Statement, (3) “FOR” the proposal to approve the amendment and restatement of Cynosure’s 2005 Stock Incentive Plan, (4) “FOR” the proposal to approve, on an advisory (non-binding) basis, Cynosure’s executive compensation, (5) “FOR” the proposal to ratify the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm, and (6) “FOR” the proposal to adjourn the Cynosure annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals.

All Cynosure stockholders of record at the close of business on May 21, 2013, which we refer to as the record date, are entitled to vote at the annual meeting of Cynosure stockholders. As of the close of business on the record date, 16,254,125 shares of Cynosure Class A common stock were issued and outstanding and no shares of Cynosure Class B common were issued and outstanding.

The class II classified director nominees receiving a plurality of the votes cast by holders of Cynosure Class A common stock at the annual meeting of Cynosure stockholders, in person or by proxy, shall be elected to the Cynosure board of directors as Cynosure’s class II classified directors. The affirmative vote of the holders of a majority of shares of Cynosure Class A common stock voting on the proposal at the annual meeting, in person or by proxy, is required to approve each of the other Cynosure proposals.

The Palomar Special Meeting (See page 142)

At the Palomar special meeting, Palomar stockholders will be asked to vote on the following proposals:

Completion of the merger is conditioned on, among other things, the adoption by Palomar stockholders of the merger agreement.

The board of directors of Palomar unanimously recommends that you vote (1) “FOR” the proposal to adopt the merger agreement, which is necessary to effect the merger, (2) “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Palomar’s named executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable, and (3) “FOR” the proposal to adjourn the Palomar special meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals.

All Palomar stockholders of record at the close of business on the record date are entitled to vote at the special meeting of Palomar stockholders. As of the close of business on the record date, 20,641,534 shares of Palomar common stock were issued and outstanding.

The affirmative vote of a majority of the outstanding shares of Palomar common stock entitled to vote on the proposal at the special meeting is required to adopt the merger agreement. The affirmative vote of the holders of a majority of the votes cast on the proposal at the special meeting, in person or by proxy, is required to approve each of the other Palomar proposals.

Voting by Cynosure and Palomar Directors and Executive Officers (See page 99)

Concurrently with the execution of the original merger agreement on March 17, 2013, each of Cynosure’s directors and executive officers (and their respective affiliates) executed a Buyer Stockholder Agreement with Palomar that requires the applicable stockholder to vote in favor of (and to grant a proxy to Palomar to vote in favor of) the issuance of Cynosure Class A common stock in the merger and in favor of the approval of Cynosure’s Amended and Restated 2005 Stock Incentive Plan and to vote against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of Cynosure under the merger agreement or of the stockholder under the Buyer Stockholder Agreement and that prohibits the applicable stockholder from transferring such stockholder’s shares of Cynosure Class A common stock prior to the record date for the annual meeting of Cynosure stockholders, subject to specified exceptions. As of March 15, 2013, Cynosure’s directors and executive officers (and their respective affiliates) beneficially owned approximately 16.9% of the outstanding shares of Cynosure Class A common stock. As of the record date for the Cynosure annual meeting, Cynosure’s directors and executive officers (and their respective affiliates) beneficially owned approximately 17.0% of the outstanding shares of Cynosure Class A common stock. A copy of the full text of the form of Buyer Stockholder Agreement is attached as Annex B to this Proxy Statement.

Concurrently with the execution of the original merger agreement on March 17, 2013, each of Palomar’s directors and executive officers (and their respective affiliates) executed a Company Stockholder Agreement with Cynosure that requires the applicable stockholder to vote in favor of (and to grant a proxy to Cynosure to vote in favor of) adoption of the merger agreement and to vote against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation of Palomar under the merger agreement or of the stockholder under the Company Stockholder Agreement and that prohibits the applicable stockholder from transferring such stockholder’s shares of Palomar common stock prior to the record date for the special meeting of Palomar stockholders, subject to specified exceptions. As of March 15, 2013, Palomar’s directors and executive officers (and their respective affiliates) beneficially owned approximately 13.1% of the outstanding shares of Palomar common stock. As of the record date for the Palomar special meeting, Palomar’s directors and executive officers (and their respective affiliates) beneficially owned approximately 11.8% of the outstanding shares of Palomar common stock. A copy of the full text of the form of Company Stockholder Agreement is attached as Annex C to this Proxy Statement.

SELECTED HISTORICAL FINANCIAL DATA OF CYNOSURE

The following selected consolidated financial data should be read in conjunction with Cynosure’s consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in Cynosure’s Annual Report on Form 10-K for year ended December 31, 2012 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. The consolidated statement of operations data for the years ended December 31, 2012, 2011 and 2010 and the consolidated balance sheet data as of December 31, 2012 and 2011 are derived from Cynosure’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012, which are incorporated by reference into this Proxy Statement. The consolidated statement of operations data for the three months ended March 31, 2013 and 2012 and the consolidated balance sheet data as of March 31, 2013 are derived from Cynosure’s unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are incorporated by reference into this Proxy Statement. The consolidated statement of operations data for the years ended December 31, 2009 and 2008 and the consolidated balance sheet data as of December 31, 2010, 2009 and 2008 are derived from Cynosure’s audited consolidated financial statements, which are not incorporated by reference into this Proxy Statement. Cynosure’s historical results for any prior period are not necessarily indicative of results to be expected for any future period.