Vapotherm Signs Definitive Merger Agreement with an Affiliate of Perceptive Advisors

Vapotherm Signs Definitive Merger Agreement with an Affiliate of Perceptive Advisors

By, Admin 19 June 2024

Overview

Vapotherm, Inc., announced that it has signed a definitive merger agreement with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, LLC, a leading health care investment firm (Perceptive), and its Perceptive Discovery Fund.  Concurrently with the entry into the definitive merger agreement, our existing lender, investment affiliates managed by SLR Capital Partners (SLR) have agreed to convert approximately $81.0 million of term debt into preferred equity of the newly-formed entity, and Perceptive will invest $50.0 million of new preferred equity capital into the business, a portion of which will be used to fund the merger consideration and make certain closing-related payments. SLR will retain $40.0 million of term debt.

Words from SLR Capital Partners

"We are excited to continue our partnership with Vapotherm as they progress on their Path to Profitability. This transaction allows the company to strengthen their balance sheet as they focus on accelerating their revenue momentum,"" said Anthony Storino, Head of Life Science Finance at SLR Capital Partners.

From Perceptive Discovery

"Vapotherm has done a significant amount of work to date to ensure it is able to deliver its technology to patients in respiratory distress. We believe the company has a clear vision to expand the use of high-velocity therapy in patients in need and look forward to supporting them in their next stages of growth,"" said Konstantin Poukalov, managing director and Perceptive Discovery Co-Head.

Terms of Agreement

  • Under the terms of the definitive merger agreement, Vapotherm's stockholders will receive $2.18 in cash for each outstanding share of company common stock held immediately prior to the effective time of the merger, other than shares held by certain Vapotherm stockholders who have agreed to contribute their shares of company common stock in exchange for ownership interests in the newly-formed entity.
  • The merger consideration of $2.18 per share represents a premium of approximately 166% over the closing price of Vapotherm common stock on June 14, 2024, the last trading day prior to public disclosure of the transaction.

Special Committee 

  • A special committee (the ""Special Committee"") of the Board of Directors of Vapotherm (the ""Board""), comprised solely of independent directors and advised by its own independent financial advisor, unanimously recommended that the Board approve the merger agreement and the transaction and determined it was in the best interests of Vapotherm and its stockholders. 
  • Acting upon the recommendation of the Special Committee, the Board approved the merger agreement and the transaction and has recommended that the company's stockholders approve the adoption of the merger agreement and approve the transaction on the terms set forth in the merger agreement.

Transaction in 2024

  • The transaction is expected to close in the second half of 2024 and is subject to customary closing conditions, including receipt of stockholder approval. 
  • Upon completion of the transaction, Vapotherm will become a private company and will no longer be publicly listed or traded on OTCQX.

Cooley LLP

Cooley LLP is acting as legal counsel to Perceptive and Latham & Watkins LLP is acting as legal counsel to SLR. Scalar, LLC is acting as financial advisor to the Special Committee and Ropes & Gray LLP is acting as legal counsel to the Company.

Vapotherm, Inc.

  • Vapotherm, Inc. is a publicly traded developer and manufacturer of advanced respiratory technology based in Exeter, New Hampshire, USA. 
  • The company develops innovative, comfortable, non-invasive technologies for respiratory support of patients with chronic or acute breathing disorders.

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