Vapotherm (VAPO) Proxy Filing summary

Executive summary

• Entered into a merger agreement on June 17, 2024, with Veronica Holdings, LLC and affiliates, transitioning to a private company.

• New equity capital will be raised, debt restructured, and the transaction is expected to close in fall 2024 pending SEC and shareholder approvals.

• SLR will convert a large portion of debt into preferred equity, reducing debt from $121M to $40M, and Perceptive will invest approximately $50M in new preferred equity.

• Merger consideration of $2.18 per share offers a substantial premium and immediate liquidity to shareholders.

• Certain large shareholders may roll their shares into the new private entity instead of being cashed out.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger and related matters, with details to be provided in the proxy statement and Schedule 13E-3.

• Stockholders are urged to read the proxy statement and Schedule 13E-3 in full before voting.

Board of directors and corporate governance

• Current directors will resign upon closing; new board will include representatives from SLR, Perceptive, and the CEO.

• The company will continue to operate with the current leadership team and business plans post-transaction.