TELEFLEX INCORPORATED (NYSE:TFX) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

7 years ago

TELEFLEX INCORPORATED (NYSE:TFX) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 21, 2017, Teleflex Incorporated (the Company) filed a
Current Report on Form 8-K (the Form 8-K) with the Securities and
Exchange Commission (the SEC), reporting that the Company completed
its acquisition of Vascular Solutions Inc. (Vascular Solutions) on
February 17, 2017. As disclosed in the Form 8-K, to the terms and
conditions of the Agreement and Plan of Merger dated as of December
1, 2016 (the Merger Agreement”), by and among the Company,
Vascular Solutions and Violet Merger Sub Inc., a wholly-owned
subsidiary of the Company (“Merger Sub”), Merger Sub merged with
and into Vascular Solutions (the “Merger”), with Vascular
Solutions surviving the Merger as a wholly-owned subsidiary of the
Company.

As previously disclosed on a Current Report on Form 8-K filed by
the Company with the SEC on January 20, 2017, the Company entered
into an Amended and Restated Credit Agreement, dated January 20,
2017 (the Credit Agreement),>with JPMorgan Chase Bank, N.A., as
administrative agent, Bank of America, N.A. and PNC Bank, National
Association, as co-syndication agents, the guarantors party
thereto, the lenders party thereto and each other party thereto,
that provides for a five-year, $1,000,000,000 revolving credit
facility and a $750,000,000 delayed draw term loan facility to
finance the acquisition of Vascular Solutions. In connection with
the Merger, on February 17, 2017, the Company borrowed $750,000,000
under the delayed draw term loan facility and $285,000,000 under
the revolving credit facility. The proceeds of these borrowings
were used to pay the consideration owed in connection with the
Merger,>together with related fees and expenses.

This Amendment No. 1 to the Form 8-K (Amendment No. 1) is being
filed to provide the financial statements and pro forma financial
information required by Item 9.01 of Form 8-K.

Except as otherwise provided herein, no modifications have been
made to the information contained in the Form 8-K.

The description of the Merger and the Merger Agreement contained in
this Item 2.01 does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the SEC on December 2, 2016, and is incorporated by
reference herein.

The description of the Credit Agreement contained in this Item
2.01 does not purport to be complete and is qualified in its
entirety by reference to the Credit Agreement, which was filed as
Exhibit 10.1 to the Current Report on Form 8-K filed by the
Company with the SEC on January 20, 2017, and is incorporated by
reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Audited Vascular Solutions Inc. consolidated balance sheets as of
December 31, 2016 and 2015, consolidated statements of earnings,
consolidated statements of comprehensive earnings, consolidated
statements of shareholders’ equity and consolidated statements of
cash flow for the three-year period ended December 31, 2016, and
related notes to the consolidated financial statements are filed as
Exhibit 99.1 to this Amendment No.1 and incorporated herein by
reference.

(b) Pro forma financial information.

The following information is filed as Exhibit 99.2 to this
Amendment No. 1 and incorporated herein by reference:


(i)	Unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2016.


(ii)	Unaudited pro forma condensed combined consolidated statement of earnings for the year ended December 31, 2016.


(iii)	Notes to the unaudited pro forma condensed combined financial information.

(d) Exhibits.

The following exhibits are filed with this Amendment No. 1:



Exhibit No.	Description

23.1	Consent of Baker Tilly Virchow Krause, LLP

99.1	Audited Vascular Solutions Inc. consolidated balance sheets as of December 31, 2016 and 2015, consolidated statements of earnings, consolidated statements of comprehensive earnings, consolidated statements of shareholders’ equity and consolidated statements of cash flow for the three-year period ended December 31, 2016 and related notes to the consolidated financial statements.

99.2	Unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2016, unaudited pro forma condensed combined consolidated statement of earnings for the year ended December 31, 2016, and the related notes to the unaudited pro forma condensed combined financial Information.

About TELEFLEX INCORPORATED (NYSE:TFX)
Teleflex Incorporated is a provider of medical technology products. The Company designs, develops, manufactures and supplies single-use medical devices used by hospitals and healthcare providers for diagnostic and therapeutic procedures in critical care and surgical applications. The Company markets and sells its products to hospitals and healthcare providers, across the world, through a combination of its direct sales force and distributors. The Company operates through six segments: Vascular North America; Anesthesia North America; Surgical North America; Europe, the Middle East and Africa (EMEA); Asia, and Original Equipment Manufacturer (OEM). The Company manufactures its products at approximately 30 manufacturing sites, with manufacturing operations located in the Czech Republic, Germany, Malaysia, Mexico and the United States. The Company’s all others businesses include single-use respiratory, urology and cardiac care products, as well as capital equipment. TELEFLEX INCORPORATED (NYSE:TFX) Recent Trading Information
TELEFLEX INCORPORATED (NYSE:TFX) closed its last trading session down -0.90 at 209.47 with 294,234 shares trading hands.