TELEFLEX INC

EX-99.1 · d126202dex991.htm

EX-99.1
 2
 d126202dex991.htm
 EX-99.1

 Exhibit 99.1

 Contact:

 Lawrence Keusch

 Vice President, Investor Relations and Strategy Development

 610-948-2836

 FOR IMMEDIATE RELEASE

 TELEFLEX INCORPORATED ANNOUNCES PRIVATE OFFERING OF $500 MILLION OF SENIOR NOTES DUE 2032

 WAYNE, Pa. — June 1, 2026 – Teleflex Incorporated (NYSE: TFX) (“Teleflex”) announced today the commencement of a private
offering of $500.0 million aggregate principal amount of senior notes due 2032 (the “Notes”), subject to market and other conditions. The interest rate and other terms of the Notes will be determined at pricing.

 The Notes will be guaranteed by each of Teleflex’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under its
credit agreement and certain other indebtedness.
 Teleflex intends to use the net proceeds from the offering, together with cash on hand, to redeem all of
its outstanding 4.625% Senior Notes due 2027 (the “2027 Notes”).
 The offering of the Notes will be made in a private transaction in reliance
upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,”
as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the
related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from
registration requirements.
 This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be
any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer to purchase or a
solicitation of an offer to sell with respect to the 2027 Notes.
 ABOUT TELEFLEX INCORPORATED

 Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. Teleflex is the home of Arrow ® , Barrigel ® , Deknatel ® ,
LMA ® , Pilling ® , QuikClot ® ,
Rusch ® , UroLift ® , and Weck ® —trusted brands united by a common sense of
purpose.
 CAUTION CONCERNING FORWARD-LOOKING INFORMATION

 Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in
this press release include, but are not limited to, statements about the terms of and completion of the offering of the Notes, the anticipated use of the net proceeds from the offering and the redemption of the outstanding 2027 Notes. Any
forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to
differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual
Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on May 7, 2026, which can be obtained on
the SEC’s website at http://www.sec.gov . We undertake no obligation to publicly update or revise any forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

EX-99.2 · d126202dex992.htm

EX-99.2
 3
 d126202dex992.htm
 EX-99.2

 Exhibit 99.2

 The following information was included in the preliminary offering memorandum.

 Adjusted EBITDA and Adjusted Proforma EBITDA

 The following information is provided for illustrative purposes and does not purport to represent what the actual consolidated results of
operations of Teleflex Incorporated (the “Company”) would have been had the respective transactions and adjustments occurred on the date assumed or any other date, nor is it necessarily indicative of the Company’s future results of
operations for any future period or as of any future date. Actual results may differ significantly from those reflected.
 Adjusted EBITDA
represents net income before interest expense, provision for income taxes, depreciation and amortization, as further adjusted to exclude unusual items and other adjustments (including the pro forma effect of certain acquisitions) that are required
or permitted in determining our ability to engage in certain activities, such as incurring additional debt and incurring liens and engaging in certain sale and lease back transactions under the indenture that governs the 4.25% Senior Notes due 2028
and the indenture that will govern the notes offered hereby. Adjusted Proforma EBITDA represents Adjusted EBITDA with certain adjustments for the Biotronik VI acquisition and transition services in connection with the Strategic Divestitures. The
amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA are calculated under the definition of Consolidated EBITDA that will govern the notes offered hereby. The amounts presented for Adjusted EBITDA and Adjusted Proforma EBITDA differ
from the amounts calculated under the definition of Consolidated EBITDA used in our credit agreement dated May 26, 2026 among the Company, as borrower, the various loan parties, as guarantors, JPMorgan Chase Bank, N.A. as administrative agent
and lender, and the various lender parties party thereto (the “Credit Agreement”) as a result of differences in certain adjustments.

 We believe that the presentation of Adjusted EBITDA and Adjusted Proforma EBITDA is appropriate to provide additional information to investors
about certain non-cash items, unusual items that we do not expect to continue at the same level in the future, or other items that we do not believe to be reflective of our ongoing operating performance.

 Adjusted EBITDA and Adjusted Proforma EBITDA are not measurements of operating performance computed in accordance with accounting principles
generally accepted in the United States (“GAAP”) and should not be considered a substitute for income from continuing operations, net income or cash flows from operating activities of continuing operations computed in accordance with
GAAP. Adjusted EBITDA and Adjusted Proforma EBITDA have limitations as an analytical tool. Some of the limitations are:

 •

 Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect our cash expenditures, or future requirements for
capital expenditures or contractual commitments;

 •

 Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect changes in, or cash requirements for, our working
capital needs;

 •

 Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect the significant interest expense or the cash
requirements necessary to service interest or principal payments on our debt;

 •

 although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Proforma EBITDA do not reflect any cash requirements for such replacements; and

 •

 other companies in our industry may calculate Adjusted EBITDA and Adjusted Proforma EBITDA differently than we
do, limiting its usefulness as a comparative measure.

 Because of these limitations, Adjusted EBITDA and Adjusted
Proforma EBITDA should not be considered measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted
Proforma EBITDA only supplementally. We further believe that our presentation of these GAAP and non-GAAP financial measurements provide information that is useful to investors because they are important
indicators of the strength of our operations and the performance of our core business.

 A reconciliation of net income (loss) to Adjusted EBITDA and Adjusted Proforma EBITDA is
provided below:

 Years ended December 31,

 Three months ended

 Twelve months
ended

 (dollars in thousands)

 2025

 2024

 2023

 March 31,
2026

 March 30,
2025

 March 31,
2026

 Net (loss) income

 $
 (905,640
 )

 $
 69,675

 $
 356,328

 $
 (8,154
 )

 $
 95,002

 $
 (1,008,796
 )

 (Loss) income from discontinued operations, net of tax

 (964,170
 )

 12,484

 212,811

 (3,316
 )

 42,668

 (1,010,154
 )

 Income (loss) from continuing operations

 58,530

 57,191

 143,517

 (4,838
 )

 52,334

 1,358

 (Benefit) taxes on income (loss) from continuing operations

 (33,977
 )

 (30,901
 )

 41,873

 1,011

 6,417

 (39,383
 )

 Interest expense

 100,223

 83,513

 85,014

 25,718

 18,537

 107,404

 Depreciation and amortization

 177,738

 161,534

 148,105

 53,743

 38,620

 192,861

 Restructuring, restructuring-related charges and asset impairments (a)

 170,661

 31,958

 18,811

 34,955

 7,962

 197,654

 Non-cash stock based compensation

 25,695

 25,960

 27,301

 6,742

 6,630

 25,807

 Pension termination settlement
charge (b)

 — 

 139,626

 45,483

 — 

 — 

 — 

 Acquisition costs and adjustments (c)

 102,591

 18,028

 (26,422
 )

 6,086

 2,536

 106,141

 Foreign currency (gains) losses

 (68,490
 )

 (2,115
 )

 6,737

 (1,420
 )

 (15,397
 )

 (54,513
 )

 Other non-recurring items

 (2,120
 )

 (10,440
 )

 (15,447
 )

 (929
 )

 (2,358
 )

 (691
 )

 Adjusted EBITDA

 $
 530,851

 $
 474,354

 $
 474,972

 $
 121,068

 $
 115,281

 $
 536,638

 Proforma EBITDA adjustment for Biotronik VI acquisition (d)

 28,841

 — 

 — 

 — 

 16,496

 12,345

 Proforma EBITDA adjustment for OEM Transition Services (e)

 14,204

 14,204

 14,204

 3,551

 3,551

 14,204

 Proforma EBITDA adjustment for Acute Care/IU Transition Services (e)

 76,795

 76,795

 76,795

 19,199

 19,199

 76,795

 Total Adjusted Proforma EBITDA

 $
 650,691

 $
 565,353

 $
 565,971

 $
 143,818

 $
 154,527

 $
 639,982

 (a)
 Includes employee termination benefits, facility closure and other exit costs, contract termination costs and
other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

 (b)
 These adjustments represent charges associated with the planned termination of the Teleflex incorporated
retirement income plan, a frozen United States defined benefit pension plan, and related direct incremental expenses including certain charges stemming from the liquidation of surplus plan assets.

 (c)
 Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of
acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

 (d)
 Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day
of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership
and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

 (e)
 These adjustments give effect to transition services agreements and other arrangements related to the
previously announced strategic divestitures (the “Strategic Divestitures”) as if they had commenced on the first day of each of the periods presented. The transition services agreements and other arrangements provide the framework under
which certain commercial, manufacturing and administrative activities will be provided between the parties in connection with the transition of the businesses to the respective buyers following the closing date of the transactions. The estimates
were calculated at a point in time based on the most recent available information. Although the material terms of these agreements have been substantially determined, they remain subject to finalization and execution. We expect to execute these
agreements at the close of each transaction. These estimates were calculated at a point in time and are shown in all periods presented for comparative purposes. The estimates may not be indicative of the actual amounts that would have been
recognized in each of the periods presented. For quarterly periods, the adjustments reflect annual estimates divided by four.

 The
presentation of Adjusted EBITDA and Adjusted Proforma EBITDA above is shown on a continuing operations basis. As a supplement to this information, Adjusted EBITDA and Adjusted Pro Forma EBITDA for the year ended December 31, 2025, as shown
below, is presented on a consolidated, total company basis, including the results of the discontinued operations that we expect to divest as part of the Strategic Divestitures. Accordingly, the adjustments related to the OEM and Acute Care/IU
Transition Services are not included in the Adjusted Proforma EBITDA shown below as we only expect to recognize these amounts in connections with the Strategic Divestitures. Adjusted EBITDA and Adjusted Pro Forma EBITDA on a consolidated, total
company basis for the year ended December 31, 2025, are being presented solely as supplemental historical information. There can be no assurances that the information would be similar for any other period, if the Strategic Divestitures do not
occur. Because of these limitations, you should carefully consider this presentation of Adjusted EBITDA and Adjusted Proforma EBITDA on a consolidated, total company basis for the year ended December 31, 2025, as shown below, only in light of
our financial and other disclosures on a continuing operations basis.

 Year ended
December 31,

 (dollars in thousands)

 2025

 Net loss

 $
 (905,640
 )

 (Loss) Income from discontinued operations, net of tax

 (383
 )

 Loss from continuing operations

 (905,257
 )

 Tax benefit from continuing operations

 (166,871
 )

 Interest expense

 100,248

 Depreciation and amortization

 292,554

 Restructuring, restructuring-related charges and asset impairments (a)

 1,456,716

 Non-cash stock based compensation

 30,891

 Acquisition costs and adjustments (b)

 105,272

 Separation costs (c)

 72,058

 Foreign currency (gains) losses

 (72,248
 )

 Other non-recurring items

 (7,137
 )

 Adjusted EBITDA

 $
 906,226

 Proforma EBITDA adjustment for Biotronik VI acquisition (d)

 28,841

 Total Adjusted Proforma EBITDA

 $
 935,067

 (a)
 Includes employee termination benefits, facility closure and other exit costs, contract termination costs and
other costs including accelerated depreciation, project management and other regulatory costs directly related to the restructuring plans, as well as asset impairments and acquisition integration costs.

 (b)
 Includes third party costs related to acquisitions, expense/benefit resulting from the revaluation of
acquisition-related contingent consideration obligations and the amortization of the step-up in the carrying value of acquired inventory to estimated fair value at the acquisition date.

 (c)
 These are expenses related to the Strategic Divestitures, including activities to prepare the businesses for
divestiture and maintain continuity through the separation process.

 (d)
 Adjustment gives effect to our acquisition of the Biotronik VI business as if it had occurred on the first day
of the respective financial periods for which the adjustment was made. The pro forma information is presented for informational purposes only and is not necessarily indicative of the historical results that would have occurred under our ownership
and management, nor the results that may be obtained in the future. For further information on the Biotronik VI acquisition see Note 4 to our annual consolidated financial statements.

 Free Cash Flow
 Free Cash Flow is calculated by
subtracting capital expenditures from cash provided by operating activities from continuing operations. Free Cash Flow is a non-GAAP financial measure. This financial measure is used in addition to and in
conjunction with results presented in accordance with GAAP, and should not be considered a substitute for net cash provided by operating activities from continuing operations, the most comparable GAAP financial measure. Management believes that Free
Cash Flow is a useful measure to investors because it facilitates an assessment of funds available to satisfy current and future obligations, pay dividends and fund acquisitions. We also use this financial measure for internal managerial purposes
and to evaluate period-to-period comparisons. Free Cash Flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations, such as debt service, that are not deducted from the measure. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to
rely on any single financial measure. The following is a reconciliation of Free Cash Flow to the most comparable GAAP measure.

 Years ended December 31,

 Three months ended

 Twelve months
ended

 (dollars in thousands)

 2025

 2024

 2023

 March 31,
2026

 March 30,
2025

 March 31,
2026

 Net cash provided by operating activities from continuing operations

 $
 96,682

 $
 301,882

 $
 206,138

 $
 46,662

 $
 27,724

 $
 115,620

 Less: Capital expenditures

 95,236

 90,437

 46,421

 18,791

 24,132

 89,895

 Free Cash Flow

 $
 1,446

 $
 211,445

 $
 159,717

 $
 27,871

 $
 3,592

 $
 25,725

 Capitalization

 The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026:

 •

 on an actual basis;

 •

 on an adjusted basis after giving effect to the notes offering and our credit facilities refinancing (the
“Financing Transactions”); and

 •

 on an as further adjusted for the Strategic Divestitures and the use of proceeds therefrom.

 This table should be read in conjunction with the information set forth under our consolidated financial statements and
the notes thereto.

 As of March 31, 2026

 (Dollars in thousands)

 Actual

 As adjusted

 As further
adjusted (4)

 (Unaudited)

 (Unaudited)

 Cash and cash equivalents (1)

 $
 309,411

 $
 293,342

 $
 293,342

 Current borrowings:

 Securitization Facility

 $
 75,000

 $
 75,000

 $
 75,000

 Current portion of Term Loan Facility due 2027

 28,125

 — 

 — 

 Current portion of Term Loan Facility due 2031

 — 

 9,375

 9,375

 Total current borrowings

 $
 103,125

 $
 84,375

 $
 84,375

 Long-term borrowings:

 Revolving Credit Facility due
2027 (2)

 $
 406,000

 — 

 — 

 Revolving Credit Facility due
2031 (2)(3)

 — 

 550,000

 250,000

 Term Loan A due 2027 (2)

 415,625

 — 

 — 

 Term Loan A-1 due 2031 (2)

 — 

 490,625

 490,625

 Delayed Draw Term Loan A due
2027 (2) .

 700,000

 — 

 — 

 Term Loan A-2 due 2028 (2).

 — 

 700,000

 — 

 4.625% Senior Notes due 2027 (2)

 500,000

 — 

 — 

 4.25% Senior Notes due 2028 (2) .

 500,000

 500,000

 500,000

 % Senior Notes due January 2032 offered hereby.

 — 

 500,000

 500,000

 Total long-term borrowings (4)

 $
 2,521,625

 $
 2,740,625

 $
 1,740,625

 Total indebtedness

 $
 2,624,750

 $
 2,825,000

 $
 1,825,000

 Total shareholders’
equity (2)(5)

 $
 3,084,436

 $
 2,884,436

 $
 2,084,436

 Total capitalization (5)

 $
 5,709,186

 $
 5,709,436

 $
 3,909,436

 (1)
 As adjusted and as further adjusted presented with adjustments to reflect the payment of certain fees and
expenses in connection with the consummation of the Financing Transactions, including $6.8 million of fees and expenses in connection with entering into the Credit Agreement.

 (2)
 On May 15, 2026, we borrowed $100.0 million under our prior revolving credit facility due 2027 (the
“Prior Revolving Credit Facility”). Following this borrowing, we had $506.0 million in borrowings outstanding under our Prior Revolving Credit Facility. On May 26, 2026, in connection with our credit facilities refinancing, we
borrowed an additional $100.3 million under our Credit Agreement. We intend to use the proceeds from each of these borrowings to fund share repurchases under our previously announced $1.0 billion share repurchase program (the “Share
Repurchase Transactions”). We can give no assurances that we will repurchase the full $1.0 billion amount under the share repurchase program. In connection with the Financing Transactions, all outstanding borrowings and loans under the
prior credit agreement were repaid in full, including balances under our Prior Revolving Credit Facility, our Term Loan A due 2027 and our Delayed Draw Term Loan A due 2027, and we entered into the Credit Agreement, borrowing $550.0 million
under our Revolving Credit Facility (inclusive of the May 26, 2026, borrowings noted above), borrowing $500.0 million under the Term Loan A-1 facility due 2031 and $700.0 million under the new
Term Loan A-2 facility due 2028. The current portion of the Term Loan A-1 borrowing is $9.4 million based on the repayment schedule per our Credit Agreement. As further adjusted reflects the use of
$700.0 million of the net proceeds from the Strategic Divestitures to pay down the Term Loan A-2 facility due 2028, and $300.0 million to pay down borrowings under the Revolving Credit Facility. We
can give no assurances that the Strategic Divestitures will be consummated, that the Strategic Divestitures will be consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the
amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein.

 (3)
 As of March 31, 2026, on an as adjusted basis after giving effect to the Financing Transactions, we would
have had additional borrowing capacity under our Revolving Credit Facility, after taking into account the limitations under the covenants thereunder, of $444.9 million, or as further adjusted to give effect to the Strategic Divestitures and the
use of proceeds therefrom, of $744.9 million.

 (4)
 Actual, as adjusted, and as further adjusted presented as principal amount outstanding, excluding unamortized
debt issuance costs. We expect to amortize certain debt issuance costs incurred in connection with the Financing Transactions, which are not reflected in the presentation of as adjusted and as further adjusted figures above.

 (5)
 As adjusted reflects a reduction of shareholders’ equity of $200.0 million as a result of the Share
Repurchase Transactions. As further adjusted total shareholders’ equity and total capitalization reflect a further reduction in shareholders’ equity and total capitalization related to the Strategic Divestitures and the planned use of a
portion of the net proceeds thereof for $800.0 million of share repurchases under the previously announced $1.0 billion share repurchase program. As further adjusted total shareholders’ equity and total capitalization does not
reflect the anticipated gain that we expect to recognize as an increase in total shareholders’ equity upon completion of the OEM component of the Strategic Divestitures. We can give no assurances that the Strategic Divestitures will be
consummated on the timeframe contemplated; that the amount of proceeds realized upon the Strategic Divestitures will be in the amounts contemplated; or that the use of proceeds of the Strategic Divestitures will be as disclosed herein .