LIMERICK, Pa., Aug 10, 2010 (BUSINESS WIRE) --
Teleflex Incorporated (NYSE:TFX) ("Teleflex") today announced it closed
its $400 million offering of its 3.875% Convertible Senior Subordinated
Notes due 2017, which amount includes $50 million in connection with the
exercise in full by the underwriters of their option to purchase
additional notes. Goldman, Sachs & Co., Jefferies & Company, Inc.,
Morgan Stanley & Co. Incorporated, BofA Merrill Lynch and J.P. Morgan
Securities Inc. acted as underwriters.
In connection with the pricing of the notes, Teleflex entered into
privately-negotiated convertible bond hedge transactions with each of
Bank of America, N.A. and J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association (the "option counterparties").
Teleflex also entered into privately-negotiated warrant transactions
with the option counterparties. The strike price of the warrant
transactions will initially be $74.648 per share of Teleflex's common
stock, which is a 40% premium to the closing sale price of Teleflex's
common stock on August 3, 2010. The convertible note hedge transactions
are expected to reduce the potential dilution with respect to Teleflex's
common stock and/or reduce Teleflex's exposure to potential cash
payments that may be required to be made by Teleflex upon conversion of
the notes. However, the warrant transactions could have a dilutive
effect with respect to Teleflex's common stock or, if Teleflex so
elects, obligate Teleflex to make cash payments to the extent that the
market price per share of Teleflex's common stock exceeds the strike
price of the warrants on any expiration date of the warrants.
On August 9, 2010, Teleflex used $28.6 million of the net proceeds from
the offering to fund the cost of the convertible bond hedge transactions
(after such cost was partially offset by the proceeds to Teleflex from
sale of the warrants), and $200.0 million of the net proceeds to prepay
term loan borrowings under Teleflex's senior secured credit facilities.
Teleflex also paid related transaction fees and expenses. Teleflex
intends to use the remainder of the net proceeds from the offering,
together with available cash and borrowings under its revolving credit
facility, to prepay all of its $130 million aggregate principal amount
of 7.62% Series A Senior Notes due 2012, $40 million aggregate principal
amount of 7.94% Series B Senior Notes due 2014 and $26 million aggregate
principal amount of Floating Rate Series C Senior Notes due 2012, at an
aggregate prepayment purchase price equal to the aggregate principal
amount of $196.6 million plus a prepayment make-whole amount and accrued
and unpaid interest to, but not including, the prepayment date.
About Teleflex Incorporated
Teleflex is a global provider of medical technology products that enable
healthcare providers to improve patient outcomes, reduce infections and
support patient and provider safety. Teleflex, which employs
approximately 12,600 people worldwide, also has niche businesses that
serve segments of the aerospace and commercial markets with specialty
engineered products.
Caution Concerning Forward-Looking Information
This press release contains forward-looking statements. Actual results
could differ materially from those in the forward-looking statements due
to, among other things, conditions in the end markets Teleflex serves,
customer reaction to new products and programs, Teleflex's ability to
achieve sales growth, price increases or cost reductions; changes in the
coverage or reimbursement practices of third party payors; Teleflex's
ability to realize efficiencies and to execute on Teleflex's strategic
initiatives; changes in material costs and surcharges; market acceptance
and unanticipated difficulties in connection with the introduction of
new products and product line extensions; unanticipated difficulties in
connection with the consolidation of manufacturing and administrative
functions; unanticipated difficulties, expenditures and delays in
complying with government regulations applicable to Teleflex's
businesses, including unanticipated costs and difficulties in connection
with the resolution of issues related to the FDA corporate warning
letter issued to Arrow; the impact of government healthcare reform
legislation; Teleflex's ability to meet its debt obligations; changes in
general and international economic conditions; and other factors
described in Teleflex's filings with the SEC, including its Annual
Report on Form 10-K and the preliminary prospectus supplement relating
to the offering of the convertible notes.
SOURCE: Teleflex Incorporated
Teleflex Incorporated
Jake Elguicze
Vice President Investor Relations
610-948-2836