Vapotherm to be acquired by Perceptive Advisors for $2.18 per share

Vapotherm announced that it has signed a definitive merger agreement with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, a health care investment firm and its Perceptive Discovery Fund. Concurrently with the entry into the definitive merger agreement, our existing lender, investment affiliates managed by SLR Capital Partners have agreed to convert approximately $81.0 million of term debt into preferred equity of the newly-formed entity, and Perceptive will invest $50M 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 $40M of term debt. 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, the last trading day prior to public disclosure of the transaction. A special committee of the board of directors of Vapotherm, 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. 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.