Vapotherm (VAPO) Proxy Filing summary

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.