Vascular Solutions, Inc. (NASDAQ:VASC) Files An 8-K Submission of Matters to a Vote of Security Holders

Vascular Solutions, Inc. (NASDAQ:VASC) Files An 8-K Submission of Matters to a Vote of Security Holders

Story continues below

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the special meeting of shareholders of Vascular Solutions,
Inc., a Minnesota corporation (Vascular Solutions) held on
February 16, 2017, the shareholders approved the following
Proposal to adopt the Agreement and Plan of Merger, dated
as of December 1, 2016 (as it may be amended from time to
time), by and among Vascular Solutions, Inc., Teleflex
Incorporated and Violet Merger Sub Inc., to which Violet
Merger Sub Inc. will be merged with and into Vascular
Solutions, Inc. and to approve the merger. The proposal
was approved on the basis of the following voting
Votes For
Votes Against
Broker Non-Votes
Proposal to approve, on an advisory (non-binding) basis,
certain compensation that may be paid or payable to
Vascular Solutions, Inc.s named executive officers in
connection with the completion of the merger. The
proposal was approved on the basis of the following
voting results:
Votes For
Votes Against
Broker Non-Votes
Proposal to approve the adjournment of the special
meeting, if necessary or appropriate, including to
solicit additional proxies if there are insufficient
votes at the time of the special meeting to approve the
proposal to approve the merger and adopt the merger
agreement or in the absence of a quorum. The proposal was
approved on the basis of the following voting results:
Votes For
Votes Against
Broker Non-Votes
Due to the approval of the Proposal 1 to adopt the merger
agreement and approve the merger, Proposal 3 to approve
adjournment of the spcial meeting was not implemented. Each
proposal is described in detail in Vascular Solutions definitive
proxy statement, dated January 18, 2017, which was filed with the
Securities and Exchange Commission on January 18, 2017, and first
mailed to Vascular Solutions shareholders on or about January 18,
2017. The merger contemplated by the merger agreement is expected
to close on February 17, 2017, subject to customary closing
As of the close of business on the record date for the special
meeting, which was January 13, 2017, there were 17,568,375 shares
of common stock outstanding and entitled to vote at the special
meeting. Each share of common stock was entitled to one vote per
share. Shareholders owning a total of 13,626,386 of Vascular
Solutions shares of common stock voted at the special meeting,
representing approximately 77.56% of Vascular Solutions shares of
common stock outstanding as of the record date for the special
Item 8.01. Other Events.
On February 16, 2017, Vascular Solutions issued a press release
announcing voting results for the proposal to approve the merger
with Teleflex Incorporated. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference
Cautionary Statement Regarding Forward-Looking Statements
This filing contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995 with respect to the proposed transaction and business
combination between Teleflex and Vascular Solutions, including
statements regarding the anticipated timing of the transaction.
These forward-looking statements generally are identified by the
words believe, project, expect, anticipate, estimate, intend,
strategy, future, opportunity, plan, may, should, will, would,
will be, will continue, will likely result, and similar
expressions. Forward-looking statements are predictions,
projections and other statements about future events that are
based on current expectations and assumptions and, as a result,
are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the
forward-looking statements in this press release, including but
not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely
affect Vascular Solutions business and the price of the common
stock of Vascular Solutions, (ii) the failure to satisfy the
conditions to the consummation of the transaction, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, (iv) the
effect of the announcement or pendency of the transaction on
Vascular Solutions business relationships, operating results, and
business generally, (v) risks that the proposed transaction
disrupts current plans and operations of Vascular Solutions and
potential difficulties in Vascular Solutions employee retention
as a result of the transaction, (vi) risks related to diverting
managements attention from Vascular Solutions ongoing business
operations, and (vii) the outcome of any legal proceedings
instituted against Vascular Solutions or Teleflex related to the
merger agreement or the transaction. In addition, please refer to
the documents that Teleflex and Vascular Solutions file with the
SEC on Forms 10 K, 10-Q and 8-K . These filings identify and
address other important risks and uncertainties that could cause
events and results to differ materially from those contained in
the forward-looking statements set forth in this press release.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Vascular Solutions assumes no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new
information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
Description of Exhibit
Press Release, dated as of February 16, 2017

About Vascular Solutions, Inc. (NASDAQ:VASC)

Vascular Solutions, Inc. is a medical device company focused on bringing clinically advanced solutions to the market for treating coronary and peripheral vascular disease. The Company’s product line consists of devices and services that are sold to interventional cardiologists, interventional radiologists, electrophysiologists and vein practices around the world. Its products include GuideLiner catheters, Pronto catheters, Vein catheter reprocessing, Micro-introducer kits, Hemostatic patches, Radial access products, Langston catheters and D-Stat Flowable hemostat. The Company’s product portfolio includes a spectrum of over 90 products consisting of approximately 900 stock keeping units (SKUs) covering an array of blood clotting devices, extraction catheters, access catheters, guide extension catheters, micro-introducer kits, guidewires, snare and retrieval devices, a reprocessing service for radiofrequency catheters and a laser and procedure kits for the treatment of varicose veins.

Vascular Solutions, Inc. (NASDAQ:VASC) Recent Trading Information

Vascular Solutions, Inc. (NASDAQ:VASC) closed its last trading session up +0.03 at 56.00 with 182,666 shares trading hands.

An ad to help with our costs