Vapotherm (VAPO) Proxy Filing summary

Executive summary

• Signed definitive merger agreement to go private, led by an affiliate of Perceptive Advisors and Perceptive Discovery Fund.

• SLR Capital Partners to convert $81M of term debt into preferred equity; Perceptive to invest $50M in new preferred equity.

• Stockholders to receive $2.18 per share in cash, a 166% premium over the last closing price before announcement.

• Transaction expected to close in the second half of 2024, subject to customary conditions including stockholder approval.

• Upon completion, the company will become private and delist from OTCQX.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the merger agreement and approval of the transaction.

• A special committee of independent directors unanimously recommended the merger to the board and stockholders.

• Proxy statement and Schedule 13E-3 will be filed and distributed to stockholders for voting decisions.

Board of directors and corporate governance

• Special committee comprised solely of independent directors advised by an independent financial advisor.

• Board acted on the special committee's recommendation to approve the merger.