TFX News & Events

Teleflex issued the following statement in response to the press release issued by Irenic Capital Management L.P.: "The Teleflex Board of Directors and management team are committed to acting in the best interests of the Company and its shareholders. Members of the Board and management team met with Irenic at their request on March 19, 2026, to better understand their views and underscore the Company's commitment to maximizing value for shareholders. At that meeting, Irenic demanded that Teleflex immediately announce a public strategic alternatives process within a week or Irenic would issue a public press release calling for a sale. Irenic grossly mischaracterizes the discussions between Teleflex and Irenic, in particular the words of Teleflex's Chairman of the Board, Dr. Stephen Klasko. Further, Irenic's statement that 'the Board has directed the Company's advisors to refuse approaches from potential acquirors' is patently false. Teleflex's Board has clearly demonstrated its willingness to consider all paths that enhance value for shareholders. Teleflex has not rebuffed inbounds from potential acquirers or received proposals to acquire the Teleflex RemainCo business. However, the Board would thoroughly and thoughtfully consider any bona fide acquisition proposal in the context of the long-term value inherent in the business. Teleflex has made demonstrable progress optimizing its portfolio and positioning the Company for long-term value creation. In July 2025, we completed the acquisition of BIOTRONIK's Vascular Intervention business, expanding our coronary intervention portfolio and establishing a global footprint in the fast-growing peripheral intervention market. In December 2025, we announced agreements to sell the Acute Care, Interventional Urology and OEM businesses as part of our overall transformation plan, creating a more focused medical technologies leader, with a higher forward revenue CAGR, positioned to drive growth across its core critical care and high acuity hospital market, with highly complementary businesses in Vascular Access, Interventional and Surgical. The sale transactions, which are on track to close in the second half of 2026, are expected to deliver net proceeds of approximately $1.8B after tax. The Company has announced that it will use these proceeds to fund a $1B share repurchase and $800M in debt paydown - and that it will maintain a disciplined capital allocation framework. Teleflex is also making progress on its strategic priorities, which include driving durable performance and building a clearer financial profile with significant improvements in margins, interest expense and adjusted earnings per share. The Board is focused on successfully completing the divestitures, including the efficient and effective operational separation of the businesses from Teleflex RemainCo, as well as our ongoing CEO search. Furthermore, as interim CEO, Stu Randle has worked with the management team to devise a multi-year restructuring plan that is expected to achieve approximately $50M in annual pre-tax cost savings upon completion in mid-2028, with a portion of these cost savings to start being realized in 2026. As Dr. Klasko conveyed to Irenic, the Board believes that the impact of these actions, including the buyback, debt paydown, restructuring, revised strategic approach and outlook for 2027, is not yet reflected in the Company's stock price. Teleflex will continue to take decisive actions to best position the Company for success and drive enhanced value for shareholders."

Irenic Capital Management, one of the largest shareholders of Teleflex, sent a letter to the Company's Board of Directors regarding its refusal to engage with potential acquirors, despite receiving interest from multiple credible parties. The letter also urges the Board to immediately take a more constructive and responsible approach to evaluating strategic alternatives. Irenic wrote, "We are writing to you following our conversation with Dr. Stephen Klasko, Chairman of the Board of Directors, last week, during which Dr. Klasko indicated that the Board has directed the Company's advisors to refuse approaches from potential acquirors of Teleflex. He made clear to us that, in his view, it did not make sense to even have a conversation with interested parties at this point - regardless of how much such parties might be willing to pay for Teleflex. As we conveyed on the call and in our subsequent private communication with the Board, we firmly believe that posture is unreasonable and irresponsible. Over the past five years, Teleflex has delivered a total shareholder return of negative 73% - a level of sustained value destruction that demands, at a minimum, openness to evaluating credible opportunities to maximize shareholder value. At the same time, the Company is operating without a permanent Chief Executive Officer because the Board failed at its primary job - properly planning for succession... In our view, Teleflex requires meaningful change at the Board level - most notably, a new Chair - as well as the engagement of independent advisors capable of supporting an objective evaluation of strategic alternatives. We are aware of multiple interested parties, and the Board's continued unwillingness to engage is not tenable. It is time - well past time - for the Board to take a more constructive and responsible approach and begin engaging with credible acquirors. "