Medical Device Companies Vascular Solutions, Teleflex Agree to $1 Billion Merger

Vascular Solutions Inc. (VASC)  has found a buyer after being acquitted in a criminal case that alleged that its CEO, Howard Root, engaged in a conspiracy to illegally promote sales of a device that treats varicose veins.

Teleflex Inc. (TFX) has agreed to acquire the Maple Grove, Minn.-based medical device company for about $1 billion, or $56 per share in cash. The deal is expected to close in the first half of 2017. Teleflex will fund the deal through other debt financing transactions.

The price represents a 16% percent premium over Vascular's Thursday close price of $55.10 per share.

Teleflex, which has a market cap of $6.43 billion, closed at $146.03 per share Thursday, down 1.2% from market's open.

Root said he began reconsidering leading the company after the jury found he was not guilty back in February. Root and Vascular Systems were accused of on of "off-label" promotion of the Vari-Lase Short Kit, according to a statement from the company announcing the acquittal.

"At the end of that process, I concluded that, while I still love Vascular Solutions 20 years after I started the company, I am not willing to assume much longer the personal risk associated with being the CEO of a public medical device company," Root said in a statement.

For Teleflex, the deal is line with previous deals by the company, including its 2013 acquisition of Vidacare Corp. for $262.5 million and its acquisition of LMA International NV in 2012 for $276 million.

"Similar to Vidacare and LMA, this transaction represents an opportunity to acquire a company that meets our key M&A objectives, which include obtaining a product portfolio that fits into our existing strategic business unit franchises and call points, thereby allowing for synergy generation," said Teleflex CEO, Benson Smith in a statement.

JPMorgan Chase & Co. will provide Wayne, Pa.-based Teleflex with a new $750 million senior unsecured bridge facility in connection with the planned acquisition . Teleflex plans to finance the acquisition at closing through a combination of availability under its revolving credit facility and a new senior secured term loan facility.

Teleflex said it would look to keep its debt to adjusted Ebitda ratio at approximately 3 times.

Teleflex engaged JPMorgan Securities LLC as financial adviser and Simpson Thacher & Bartlett LLP is serving as legal counsel.

Meanwhile Vascular Solutions engaged Guggenheim Securities as financial adviser, and Dorsey & Whitney is serving as legal counsel.

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