Teleflex Enters Into Separate Privately Negotiated Agreements with Certain of its Convertible Note Holders
March 17 2016 - 4:30PM
Business Wire
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 $219.2
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 April 4, 2016, subject to customary closing
conditions, $136.2 million aggregate principal amount of the Notes
will remain outstanding.
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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160317005752/en/
Teleflex IncorporatedJake ElguiczeTreasurer and Vice President,
Investor Relations610-948-2836
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