Vapotherm (VAPO) Proxy Filing summary

Executive summary

• Entered into a merger agreement on June 17, 2024, with Veronica Holdings, LLC and affiliates, leading to a go-private transaction.

• New equity capital will be raised, debt will be restructured, and the company will become private upon closing, expected in fall 2024 after SEC and shareholder approvals.

• Shareholders (excluding those reinvesting) will receive $2.18 per share, a significant premium over the current trading price.

• SLR will reduce its debt from $121M to $40M and become majority owner; Perceptive will invest $50M in preferred equity.

• Transaction aims to strengthen the balance sheet and provide financial stability for future growth.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger and related matters at a stockholders meeting.

• Proxy statement and Schedule 13E-3 will provide detailed information for voting decisions.

• Only shareholders not reinvesting will receive the $2.18 per share cash consideration.

Board of directors and corporate governance

• Directors, officers, and certain employees are participants in the proxy solicitation for the merger.

• Information on directors and executive officers is available in the 2023 Form 10-K/A and will be updated in proxy materials.