Vascular Solutions, Inc. (NASDAQ:VASC) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.
On February 16, 2017, to resolutions passed by the Board of
Directors of Vascular Solutions on December 1, 2016 and in
accordance with the requirements of the Merger Agreement
regarding the treatment of the Vascular Solutions Employee Stock
Purchase Plan (the ESPP), the ESPP was terminated and the amounts
allocated to each participants account under the ESPP were used
to purchase shares of common stock of Vascular Solutions.
Directors of Vascular Solutions on December 1, 2016 and in
accordance with the requirements of the Merger Agreement
regarding the treatment of the Vascular Solutions Employee Stock
Purchase Plan (the ESPP), the ESPP was terminated and the amounts
allocated to each participants account under the ESPP were used
to purchase shares of common stock of Vascular Solutions.
The information set forth under the Introductory Note to this
Current Report on Form 8-K is incorporated by reference into this
Item 1.02.
Current Report on Form 8-K is incorporated by reference into this
Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, Teleflex completed the acquisition of
Vascular Solutions. to the Merger Agreement, Merger Sub was
merged with and into Vascular Solutions, effective 10:59 p.m.,
Central Time, on the Closing Date (the Effective Time) with
Vascular Solutions continuing as the surviving corporation and as
a wholly owned subsidiary of Teleflex.
Vascular Solutions. to the Merger Agreement, Merger Sub was
merged with and into Vascular Solutions, effective 10:59 p.m.,
Central Time, on the Closing Date (the Effective Time) with
Vascular Solutions continuing as the surviving corporation and as
a wholly owned subsidiary of Teleflex.
As a result of the Merger, at the Effective Time, each share of
common stock of Vascular Solutions, par value $0.01 per share
(the Shares), other than (i) Shares then held by any wholly owned
subsidiary of Vascular Solutions, (ii) Shares then held by
Teleflex, Merger Sub or any other wholly owned subsidiary of
Teleflex, and (iii) Shares then held by a holder who has properly
asserted dissenters rights and otherwise complied with the
provisions of Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act (collectively, the Excluded Shares), was
converted into the right to receive $56 in cash, without interest
(the Merger Consideration).
common stock of Vascular Solutions, par value $0.01 per share
(the Shares), other than (i) Shares then held by any wholly owned
subsidiary of Vascular Solutions, (ii) Shares then held by
Teleflex, Merger Sub or any other wholly owned subsidiary of
Teleflex, and (iii) Shares then held by a holder who has properly
asserted dissenters rights and otherwise complied with the
provisions of Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act (collectively, the Excluded Shares), was
converted into the right to receive $56 in cash, without interest
(the Merger Consideration).
As a result of the Merger, at the Effective Time, each
outstanding option or similar right to purchase Shares issued to
Vascular Solutions Stock Option and Stock Award Plan (the Company
Options) was cancelled and converted into the right to receive an
amount in cash (subject to any applicable withholding taxes),
without interest, equal to the product of (i) the total number of
Shares subject to such Company Option immediately prior to the
Effective Time and (ii) the excess, if any, of the Merger
Consideration over the exercise price subject to such Company
Option.
outstanding option or similar right to purchase Shares issued to
Vascular Solutions Stock Option and Stock Award Plan (the Company
Options) was cancelled and converted into the right to receive an
amount in cash (subject to any applicable withholding taxes),
without interest, equal to the product of (i) the total number of
Shares subject to such Company Option immediately prior to the
Effective Time and (ii) the excess, if any, of the Merger
Consideration over the exercise price subject to such Company
Option.
Also as a result of the Merger, at the Effective Time, each Share
awarded under, and then subject to forfeiture to, Vascular
Solutions Stock Option and Stock Award Plan was cancelled and
converted into the right to receive the Merger Consideration,
subject to any applicable withholding tax.
awarded under, and then subject to forfeiture to, Vascular
Solutions Stock Option and Stock Award Plan was cancelled and
converted into the right to receive the Merger Consideration,
subject to any applicable withholding tax.
The foregoing descriptions of the Merger and the Merger Agreement
in this Item 2.01 do not purport to be complete and are subject
to and qualified in their entirety by reference to the full text
of the Merger Agreement, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
in this Item 2.01 do not purport to be complete and are subject
to and qualified in their entirety by reference to the full text
of the Merger Agreement, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The information set forth under the Introductory Note and the
disclosure regarding the Merger and the Merger Agreement set
forth under Item 5.01 and Item 5.02 of this Current Report on
Form 8-K is incorporated by reference to this Item 2.01.
disclosure regarding the Merger and the Merger Agreement set
forth under Item 5.01 and Item 5.02 of this Current Report on
Form 8-K is incorporated by reference to this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
On the Closing Date, Vascular Solutions notified the NASDAQ Stock
Exchange (the NASDAQ) that the Merger will be completed at the
Effective Time and requested that the Shares be delisted from
NASDAQ. Vascular Solutions also requested that NASDAQ file with
the Securities and Exchange Commission (the SEC) a notification
of removal from listing on Form 25 with respect to the delisting
of the Shares from NASDAQ. Vascular Solutions intends to file
with the SEC a certification on Form 15 to terminate or suspend
its reporting obligations under Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended, as promptly as
practicable.
Exchange (the NASDAQ) that the Merger will be completed at the
Effective Time and requested that the Shares be delisted from
NASDAQ. Vascular Solutions also requested that NASDAQ file with
the Securities and Exchange Commission (the SEC) a notification
of removal from listing on Form 25 with respect to the delisting
of the Shares from NASDAQ. Vascular Solutions intends to file
with the SEC a certification on Form 15 to terminate or suspend
its reporting obligations under Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended, as promptly as
practicable.
The information set forth under the Introductory Note and Item
2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
Item 3.03. Material Modification to the Rights of Security
Holders.
Holders.
As set forth under Item 2.01 of this Current Report on Form 8-K,
as of the Effective Time, all issued and outstanding Shares
(other than any Excluded Shares) were automatically cancelled and
converted into the right to receive the Merger Consideration. At
the Effective Time, all holders of the Shares (other than any
Excluded Shares) ceased to have any rights with respect thereto
other than the right to receive such consideration.
as of the Effective Time, all issued and outstanding Shares
(other than any Excluded Shares) were automatically cancelled and
converted into the right to receive the Merger Consideration. At
the Effective Time, all holders of the Shares (other than any
Excluded Shares) ceased to have any rights with respect thereto
other than the right to receive such consideration.
The information set forth under the Introductory Note and Items
2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of the Registrant.
As a result of the Merger, a change in control of Vascular
Solutions occurred, and Vascular Solutions is now a wholly owned
subsidiary of Teleflex.
Solutions occurred, and Vascular Solutions is now a wholly owned
subsidiary of Teleflex.
The aggregate consideration paid by Teleflex in connection with
the Merger was approximately $1.0 billion, without giving effect
to related transaction fees and expenses. Teleflex paid the
consideration owed in connection with the Merger through
borrowings under Teleflexs Amended and Restated Credit Agreement,
dated January 20, 2017, 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.
the Merger was approximately $1.0 billion, without giving effect
to related transaction fees and expenses. Teleflex paid the
consideration owed in connection with the Merger through
borrowings under Teleflexs Amended and Restated Credit Agreement,
dated January 20, 2017, 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.
The disclosure regarding the Merger and the Merger Agreement set
forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
to the Merger Agreement (and not because of any disagreement with
Vascular Solutions), at the Effective Time, each of the directors
of Vascular Solutions as of immediately prior to the Effective
Time (Martin Emerson, John Erb, Richard Kramp, Richard Nigon,
Paul OConnell, Howard Root and Jorge Saucedo) resigned as
directors of Vascular Solutions. Also to the Merger Agreement, at
the Effective Time, each of the directors of Merger Sub as of
immediately prior to the Effective Time (John Deren, Jake
Elguicze and Liam Kelly) became directors of Vascular Solutions.
Vascular Solutions), at the Effective Time, each of the directors
of Vascular Solutions as of immediately prior to the Effective
Time (Martin Emerson, John Erb, Richard Kramp, Richard Nigon,
Paul OConnell, Howard Root and Jorge Saucedo) resigned as
directors of Vascular Solutions. Also to the Merger Agreement, at
the Effective Time, each of the directors of Merger Sub as of
immediately prior to the Effective Time (John Deren, Jake
Elguicze and Liam Kelly) became directors of Vascular Solutions.
On February 17, 2017, Vascular Solutions entered into a
Separation and Release Agreement (the Separation Agreement), with
Howard C. Root. to the Separation Agreement, Mr. Roots employment
with Vascular Solutions and its subsidiaries terminated,
including his position as Chief Executive Officer of Vascular
Solutions, effective immediately after the Effective Time of the
Merger. The Separation Agreement contains a release and waiver of
any claims Mr. Root may have against Vascular Solutions, its
parents, subsidiaries and affiliates and Teleflex. The Separation
Agreement incorporates certain provisions relating to
confidentiality, inventions, noncompetition and severance
benefits upon termination of Mr. Roots employment agreement with
Vascular Solutions, dated January 27, 2012.
Separation and Release Agreement (the Separation Agreement), with
Howard C. Root. to the Separation Agreement, Mr. Roots employment
with Vascular Solutions and its subsidiaries terminated,
including his position as Chief Executive Officer of Vascular
Solutions, effective immediately after the Effective Time of the
Merger. The Separation Agreement contains a release and waiver of
any claims Mr. Root may have against Vascular Solutions, its
parents, subsidiaries and affiliates and Teleflex. The Separation
Agreement incorporates certain provisions relating to
confidentiality, inventions, noncompetition and severance
benefits upon termination of Mr. Roots employment agreement with
Vascular Solutions, dated January 27, 2012.
On February 21, 2017, Mr. Root entered into a consulting
agreement with Teleflex whereby Mr. Root will provide to
Teleflex up to 20 hours of consulting services per month at the
rate of $300 per hour. Mr. Root has agreed to provide these
services to Teleflex through December 31, 2017, provided that
either party may terminate the agreement upon 10 days advance
written notice.
agreement with Teleflex whereby Mr. Root will provide to
Teleflex up to 20 hours of consulting services per month at the
rate of $300 per hour. Mr. Root has agreed to provide these
services to Teleflex through December 31, 2017, provided that
either party may terminate the agreement upon 10 days advance
written notice.
On February 20, 2017, James Hennen announced his resignation as
Senior Vice President of Finance, Chief Financial Officer and
Treasurer of Vascular Solutions, effective as of March 10,
2017.
Senior Vice President of Finance, Chief Financial Officer and
Treasurer of Vascular Solutions, effective as of March 10,
2017.
The information set forth under Item 2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.02.
on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
to the Merger Agreement, at the Effective Time and as a result of
the Merger, (i) the articles of incorporation of the Vascular
Solutions were amended and restated in their entirety to be
identical to the form attached as Exhibit A to the Merger
Agreement and (ii) the by-laws of Vascular Solutions were amended
and restated in their entirety to be identical to the form
attached as Exhibit B to the Merger Agreement. A copy of such
amended and restated articles of incorporation and such by-laws
of Vascular Solutions are filed as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
the Merger, (i) the articles of incorporation of the Vascular
Solutions were amended and restated in their entirety to be
identical to the form attached as Exhibit A to the Merger
Agreement and (ii) the by-laws of Vascular Solutions were amended
and restated in their entirety to be identical to the form
attached as Exhibit B to the Merger Agreement. A copy of such
amended and restated articles of incorporation and such by-laws
of Vascular Solutions are filed as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description of Exhibit
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2.1*
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Agreement and Plan of Merger, dated as of December 1, 2016,
by and among Vascular Solutions, Inc., Teleflex and Violet Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
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3.1
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Amended and Restated Articles of Incorporation of Vascular
Solutions, Inc. (incorporated by reference to Exhibit A to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
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3.2
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Amend and Restated Bylaws of Vascular Solutions, Inc.
(incorporated by reference to Exhibit B to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
*Schedules and exhibits omitted to Item 601(b)(2) of Regulation
S-K. Vascular Solutions agrees to furnish supplementally a copy
of any omitted schedule to the Securities and Exchange Commission
upon request.
S-K. Vascular Solutions agrees to furnish supplementally a copy
of any omitted schedule to the Securities and Exchange Commission
upon request.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Vascular Solutions, Inc.
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Date: February 21, 2017
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By:
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/s/ Gordon Weber
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Name: Gordon Weber
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Title: Vice President, General Counsel and Corporate
Secretary |
Exhibit Index
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Exhibit
No.
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Description of Exhibit
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2.1*
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Agreement and Plan of Merger, dated as of December 1, 2016,
by and among Vascular Solutions, Inc., Teleflex and Violet Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
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3.1
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Amended and Restated Articles of Incorporation of Vascular
Solutions, Inc. (incorporated by reference to Exhibit A to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
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3.2
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Amend and Restated Bylaws of Vascular Solutions, Inc.
(incorporated by reference to Exhibit B to Exhibit 2.1 to Vascular Solutions Form 8-K dated December 2, 2016 (File No. 000-27605)). |
*Schedules and exhibits omitted
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 at 0.0000 with 1,213,923 shares trading hands.
