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Vapotherm (VAPO) investor relations material
Vapotherm Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary15 Aug, 2024
Executive summary
The proxy filing details a proposed merger where the company will be acquired by a newly formed entity owned by funds managed by Perceptive Advisors, with SLR Capital Partners contributing debt and warrants in exchange for equity in the new parent company.
Upon completion, shareholders (excluding certain rollover and excluded shares) will receive $2.18 per share in cash, representing a 166% premium over the pre-announcement share price.
The transaction is structured as a “going private” deal, after which the company’s stock will be delisted and deregistered, and it will cease SEC reporting.
Voting matters and shareholder proposals
Shareholders are asked to vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on merger-related executive compensation, and (3) a proposal to adjourn the meeting if necessary to solicit additional proxies.
Approval of the merger requires a majority of outstanding shares; certain shareholders holding 33.2% have already committed to vote in favor.
Dissenting shareholders may exercise appraisal rights under Delaware law.
Board of directors and corporate governance
A Special Committee of independent directors was formed to evaluate the transaction, negotiate terms, and recommend the merger to the full board.
The Special Committee and the board unanimously determined the merger is fair and in the best interests of unaffiliated shareholders.
The board’s recommendation is based on financial advisor analysis, fairness opinion, and consideration of alternatives including bankruptcy.
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Frequently asked questions
Vapotherm Inc develops and manufactures respiratory care devices, specializing in high-velocity nasal insufflation therapy for patients with respiratory distress. The company markets its products to hospitals and other acute care settings. The company is headquartered in Exeter, New Hampshire, and its shares are listed on the NYSE.
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