WAYNE, Pa.--(BUSINESS WIRE)--Dec. 15, 2016--
Teleflex Incorporated (NYSE:TFX) announced today that it has entered
into separate, privately negotiated agreements with certain of the
holders of its 3.875% convertible senior subordinated notes due 2017
(the “Notes”). Teleflex has agreed to exchange approximately $91.7
million aggregate principal amount of the Notes for cash in an amount
equal to $1,000 per $1,000 principal amount of Notes, a number of shares
of Teleflex common stock equal to the amount of the conversion value in
excess of the principal amount calculated over an averaging period,
inducement payments to be paid in shares of Teleflex common stock and
cash in an amount equal to accrued and unpaid interest. Teleflex intends
to fund the principal amount of the exchange consideration through
borrowings under its revolving credit agreement. Following the
exchanges, which are expected to close on or about January 5, 2017,
subject to customary closing conditions, we will have exchanged or
converted approximately $355.7 million aggregate principal amount of the
Notes to date and will have approximately $44.3 million of Notes
outstanding following the completion of these exchanges and conversions.
In connection with the contemplated exchange of the Notes, Teleflex has
also entered into agreements with dealers party to certain convertible
note hedge transactions related to the Notes to unwind a corresponding
portion of such convertible note hedge transactions. Teleflex has also
entered into agreements with such dealer counterparties to unwind
certain warrant transactions.
In connection with these exchanges, the issuance of the shares of
Teleflex common stock upon the consummation of these exchanges, and the
unwinding by the dealer counterparties of their hedges of the
convertible note hedge transactions and warrant transactions, Teleflex
expects the various exchange agreement counterparties and the dealer
counterparties in aggregate to purchase Teleflex common stock during the
averaging period in open market transactions and/or privately negotiated
transactions. These expected activities could, subject to any market or
other conditions, increase or prevent a decrease in the market price of
Teleflex common stock.
The shares of Teleflex common stock issuable upon exchange have not been
registered under the Securities Act or any U.S. state securities laws or
other jurisdiction.
This press release does not constitute an offer to buy or sell or the
solicitation of an offer to sell or buy Notes or shares of Teleflex
common stock in any jurisdiction in which such an offer, purchase or
sale would be unlawful.
About Teleflex Incorporated
Teleflex is a global provider of medical technologies designed to
improve the health and quality of people’s lives. We apply purpose
driven innovation – a relentless pursuit of identifying unmet clinical
needs – to benefit patients and healthcare providers. Our portfolio is
diverse, with solutions in the fields of vascular and interventional
access, surgical, anesthesia, cardiac care, urology, emergency medicine
and respiratory care. Teleflex employees worldwide are united in the
understanding that what we do every day makes a difference.
Teleflex is the home of Arrow®, Deknatel®, Hudson
RCI®, LMA®, Pilling®, Rusch® and
Weck® – trusted brands united by a common sense of purpose.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including the
consummation of the exchanges and unwinding of the convertible note
hedge transactions and warrant transactions. Actual results could differ
materially from those in the forward-looking statements due to, among
other things, conditions in the end markets we serve, customer reaction
to new products and programs, our ability to achieve sales growth, price
increases or cost reductions; changes in the reimbursement practices of
third party payors; our ability to realize efficiencies and to execute
on our 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; product
recalls; unanticipated difficulties in connection with the consolidation
of manufacturing and administrative functions, including as a result of
difficulties with various employees, labor representatives or
regulators; the loss of skilled employees in connection with such
initiatives; unanticipated difficulties, expenditures and delays in
complying with government regulations applicable to our businesses; the
impact of government healthcare reform legislation; our ability to meet
our debt obligations; changes in general and international economic
conditions, including fluctuations in foreign currency exchange rates
and the impact of the United Kingdom’s vote to leave the European Union;
and other factors described or incorporated in our filings with
the Securities and Exchange Commission, including our Annual Report on
Form 10-K for the year ended December 31, 2015.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161215006408/en/
Source: Teleflex Incorporated
Teleflex Incorporated
Jake Elguicze
Treasurer and Vice
President, Investor Relations
610-948-2836