IMPORTANT ANNOUNCEMENT

Transcription

1 IMPORTANT ANNOUNCEMENT Octber 12, 2015 Dear Frmer Sharehlder: As yu may knw, the acquisitin f, a cmpany rganized under the laws f the State f Israel ( Lumenis ) by Laguna Hldc Ltd., an Israeli private cmpany ( Parent ), by way f merger with Laguna Merger Sub Ltd., an Israeli cmpany and an whlly wned subsidiary f Parent ( Merger Sub ), whereby Merger Sub merged int and with Lumenis, with Lumenis as the surviving entity, all as set frth in the Agreement and Plan f Merger by and between the Parent, Merger Sub and Lumenis dated June 18, 2015 (the Merger Agreement ), which was cnsummated n Octber 12, As f Octber 12, 2015, the effective date f the merger, each f yur Ordinary B Shares f Lumenis (if any) have been cancelled and cnverted int the right t receive an amunt f merger cnsideratin equal t US$14 (withut interest and less any applicable withhlding taxes pursuant t the Merger Agreement), and such shares n lnger listed fr trading n the NASDAQ Glbal Select Market. A. Withhlding Tax Ruling Accrding t Israeli Law, the payment f the merger cnsideratin is subject t withhlding f Israeli taxes. The Parent wuld nrmally be required t withhld Israeli incme tax at a default rate f 25% (fr individual sharehlders) r 26.5% (fr all ther sharehlders) frm the payment f cash cnsideratin t which yu are entitled. Hwever, a Withhlding Tax Ruling applicatin was submitted (the Tax Ruling ) t the Israeli Tax Authrity ( ITA ) which, t the extent btained, allws, amng thers, fr nn-residents f Israel wh purchased their shares while such were listed fr trade, t be paid the cash cnsideratin exempt frm Israeli tax withhlding. In rder t qualify fr exemptin frm Israeli tax withhlding, yu will need t cmplete and sign a Declaratin f Status fr Israeli Incme Tax Purpses (an Israel Tax Declaratin ) which allws yu t certify yur status as a Nn-Resident f Israel wh purchased the shares n r after such were listed fr trade. Instructins fr cmpleting this Israel Tax Declaratin can be fund belw. Yu are reminded that the ITA has the right t audit the Israel Tax Declaratins. If yu are a nn-israeli Emplyee r service prvider which hlds nn-israeli ptins and/r Registered Sharehlder yu will need t cmplete and sign the Israel Tax Declaratin and attach a cpy f yur freign passprt. If yur cnsideratin exceeds $100,000 but less than $500,000, and/r yu are an Israeli citizen, yu have t attach a residency certificate frm the Tax authrities in yur resident cuntry. If yur cnsideratin exceeds $500,000, yu d nt qualify fr exemptin frm Israeli tax withhlding under the Tax Ruling. If yu d nt qualify fr exemptin frm Israeli tax withhlding under the Tax Ruling, yu can still cntact the ITA directly t btain a valid certificate regarding the withhlding rate (r

2 exemptin frm withhlding) f Israeli tax frm the merger cnsideratin t the Parent s reasnable satisfactin (a Valid Certificate ). Please nte that this ntice is nt applicable fr ptinhlders that received their ptins pursuant t the prvisin f Sectin 102 f the Israeli Incme Tax Ordinance ( 102 Optins ) and/r sharehlders that received their shares upn exercise f 102 Optins. NOTE THAT IF YOU DO NOT SUBMIT AN ACCURATELY COMPLETED ISRAEL TAX DECLARATION OR A VALID CERTIFICATE, THE MAXIMUM APPLICABLE TAX RATE UNDER ISRAELI LAW WILLBE WITHHELD FROM YOUR APPLICABLE MERGER CONSIDERATION. IN ADDITION, IF ANY OF YOUR SHARES ARE HELD IN STREET NAME BY A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE THAT IS A PARTICIPANT AT THE DEPOSITARY TRUST COMPANY ( DTC ) (I.E., HELD FOR YOUR BENEFIT BY SUCH A PERSON), YOUR SHARES ARE SUBJECT TO THE PROCEDURES ESTABLISHED BY THE AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC ( AST ), WITH RESPECT TO THE MERGER CONSIDERATION, AND DTC, REGARDING THE CLASSIFICATION OF YOUR SHARES FOR ISRAELI WITHHOLDING TAX PURPOSES. IF THESE PROCEDURES ARE NOT COMPLETED BEFORE AUGUST 12, 2016, AST MAY TRANSFER THE APPLICABLE PROCEEDS TO YOU THROUGH SUCH BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE LESS THE MAXIMUM APPLICABLE WITHHOLDING ISRAELI INCOME TAX. B. Receiving yur Cash Cnsideratin The Parent has appinted AST as the Paying Agent and D.F. King & C., Inc. ( D.F. King ) as the Infrmatin Agent fr the transactin, t help rganize the cllectin f the Israel Tax Declaratins and Valid Certificates and t crdinate with brkers and banks t ensure that matching tax electins are crrectly prcessed. D.F. King will be assisted by ESOP Management and Trust Services Ltd. ( ESOP ) in Israel and by AST. Frmer sharehlders f Lumenis wh prvide the necessary Israel Tax Declaratins, prperly cmpleted, with matching electins frm their bank r brker, will receive their cash cnsideratin payments at the reduced r exempted rate f Israeli tax withhlding int the same accunt where they hld their shares. Please nte: There may be U.S. tax cnsideratins which are nt fully discussed in these materials. Yu are urged t read all f the enclsed materials carefully and in their entirety. IN ADDITION, YOU SHOULD CONTACT YOUR OWN TAX ADVISOR FOR ANY GUIDANCE REGARDING U.S. TAX. Please nte: If yu are subject t withhlding f Israeli taxes, yu can still prvide, tgether with the Israel Tax Declaratin, a Valid PLEASE CONSULT YOUR TAX ADVISOR.

3 C. Instructins fr Cmpleting the Israel Tax Declaratin 1. Lcate bth the enclsed Israel Tax Declaratin frm as well as the enclsed pre-addressed envelpe. 2. Please cmplete the sectins f the Israel Tax Declaratin frm, as fllws: Part I: Sharehlder Infrmatin T be cmpleted in all cases, regardless f Sharehlder Status. In all cases, cmplete the fllwing: name, type f sharehlder, permanent address, mailing address (if different) and cntact details. Individual r Legal Entity: Share Ownership Infrmatin If yu are an Individual: yu will be asked t supply yur date f birth, cuntry f residence, cuntry f citizenship and taxpayer identificatin r scial security number (if applicable). If yu are a Legal Entity: yu will be asked t supply the cuntry f incrpratin (r rganizatin), registratin number f crpratin (if applicable) and cuntry f residence. T be cmpleted fr all sharehlders ther than Israeli Financial Institutins. Fr declaratin 8: mark whether the shares are held in registered frm (stck certificate) r via a brker, and specify the brkerage firm where the shares are held. Please nte: In mst cases, yu will hld the shares thrugh a brker r bank. Please prvide as much detail as pssible t help us identify the brker r bank thrugh which yu hld yur shares. This will help ensure that yu receive the prper tax withhlding status fr which yu are eligible. Fr declaratin 9: mark whether yur shares represent less r mre than 5% f Lumenis issued shares. IMPORTANT: If any f the check bxes cnfirming the declaratins cannt be marked (fr declaratin 8 and 9, at least ne f the tw bxes) then yu are nt eligible fr exemptin frm Israeli withhlding tax fr Nn-Residents under the Tax Ruling. If yu wish t avid Israeli tax withhlding, yu must cntact the ITA directly t btain a Valid Part II: Residency Status Cnfirmatins Fr Individuals: Cmplete the declaratins in Sectins A.1 and A.2. IMPORTANT: If any f the check bxes cannt be marked, then yu are nt eligible fr the exemptin frm Israeli withhlding tax fr Nn-Residents under the Tax Ruling. Fr Legal Entities:

4 Fr Legal Entities that are Crpratins cmplete the declaratins in Sectins B.1 and B.2. IMPORTANT: If any f the check bxes cannt be marked, then yu are nt eligible fr the exemptin frm Israeli withhlding tax fr Nn- Residents under the Tax Ruling. If yu wish t avid Israeli tax withhlding, yu must cntact the ITA directly t btain a Valid Fr Legal Entities that are Partnerships cmplete the declaratins in Sectins C.1 and C.2. IMPORTANT: If any f the check bxes cannt be marked, then yu are nt eligible fr the exemptin frm Israeli withhlding tax fr Nn- Residents under the Tax Ruling. If yu wish t avid Israeli tax withhlding, yu must cntact the ITA directly t btain a Valid Fr Legal Entities that are Trusts, cmplete the declaratins in Sectins D.1 and D.2. IMPORTANT: If any f the check bxes cannt be marked, then yu are nt eligible fr the exemptin frm Israeli withhlding tax fr Nn- Residents under the Tax Ruling. If yu wish t avid Israeli tax withhlding, yu must cntact the ITA directly t btain a Valid Part III: Declaratin f Israeli Bank, Brker r Financial Institutin Please specify whether yu are a brker that is a resident f Israel within the meaning f that term in Sectin 1 f the Israeli Tax Ordinance and hld Lumenis rdinary B shares slely n behalf f beneficial sharehlder(s). Part IV: Data regarding the acquisitin f the shares Please specify the purchase price f yur shares. Part V: Certificatins T be cmpleted in all cases, regardless f Sharehlder Status. Carefully review all sectins f the cmpleted Israel Tax Declaratin frm, make any necessary crrectins r adjustments. Carefully read the declaratins and statements under Part V, all f which yu must be able t agree t in rder t sign and execute the Israel Tax Declaratin. Then print yur name r the name f the sharehlder (as the case may be), print the name f the authrized representative (if applicable), then sign and date the Declaratin Regarding Israeli Withhlding. 3. If yu hld Lumenis certificates, please return such certificates, as well as the cmpleted and signed Israel Tax Declaratin and Letter f Transmittal t AST.

5 4. If yu hld yur shares thrugh a bank r brker and yu d nt hld Lumenis certificates, please return the cmpleted and signed Israel Tax Declaratin t D.F. King in the enclsed envelpe. THE METHOD OF DELIVERY OF THE ISRAEL TAX DECLARATION IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN RECEIVED BY D.F. KING AND/OR YOUR BROKER (AS APPLICABLE). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT FORMS WILL BE ACCEPTED. D. Questins If yu have any questins, please call yur brker, if yu have ne. Alternatively yu may cntact D.F. King at the belw numbers. Fr mre infrmatin r t receive an additinal Letter f Transmittal (fr frmer sharehlders wh hld Lumenis certificates) r Israel Tax Declaratin frm, yu can als write t D.F. King at: By Mail, Hand, Overnight Curier r ther Expedited Service: D.F. King & C. Inc. Dcument Prcessing 55 Challenger Rad, Suite 201 Ridgefield Park, NJ By lumenis@dfking.cm Fr assistance call D.F. King at (tll free) [ 2015] Sincerely,