Wayne, Pa.-based, Teleflex Inc. is set to acquire Minneapolis-based Vascular Solutions Inc. in a transaction valued at about $1 billion. Teleflex's offer of $56 per Vascular Solutions share represents a premium of 1.6 percent to the stock's Thursday close. Upon news of the pending merger, shares of Teleflex (NYSE:TFX) jumped as much as 6.2 percent to $155.09, the biggest intraday percent gain since February. Shares closed at $152.64.

Founded in 1997, Vascular Solutions (NASDAQ:VASC) develops clinical solutions for minimally invasive coronary and peripheral vascular procedures. Its product line consists of more than 90 proprietary products and services that are sold to interventional cardiologists, interventional radiologists, electrophysiologists and vein specialists through its direct U.S. salesforce and international independent distributor network. The combined company will offer more than 150 cardiac, vascular and interventional access products.

Vascular Solutions has 570 employees including 106 direct sales people within the U.S. Outside of the U.S., they work through a network of 42 independent distribution companies that cover 57 countries. Teleflex said its international footprint will help accelerate product adoption and growth for Vascular Solutions overseas.

"Following the completion of the transaction, we may seek to opportunistically issue senior unsecured notes to more permanently finance the transaction," said Liam Kelly, Teleflex president and COO. "And if we were to issue new senior unsecured notes, the proceeds received would be used to either repay borrowings under the revolver or the new term loan."

When discussing integration, Teleflex said it would probably be quite similar to the $276 million acquisition of anesthesia and emergency care products maker, LMA International NV, in 2012. (See Medical Device Daily, Aug. 15, 2012.)

"We see this being quite similar to the LMA transaction from the point of view of our approach," Kelly said. "Both companies have a global footprint, large numbers of distributors overseas, and as you know, the LMA integration was very successful one. Our management teams become very adapt at the integration process and the timing of it, the execution."

In October, Raj Denhoy, an Equity analyst with Jefferies, said Teleflex had steady improvements in its cash and debt balances and was positioned "to execute on a deal up to $1 billion."

Teleflex said it will fund the Vascular Solutions acquisition closing through a combination of a new $750 million senior secured term loan facility coupled with drawing down on our revolver by about $250 million.

NEW DIRECTION AND SWAN SONG FOR ROOT

Vascular Solutions and its CEO Howard Root are nearly a year removed from being acquitted in a criminal case that had alleged a conspiracy to illegally promote sales of the company's device to treat varicose veins. It was alleged that Root had coached sales staff to sell the Vascular Solutions' Vari-Lase Short Kit to treat veins deep in the leg, even though the FDA had only approved the treatment for veins near the skin's surface.

While both were exonerated in February of this year, it was clear the trial had taken its toll on the Vascular Solutions CEO and co-founder.

"Following the jury verdict in February vindicating Vascular Solutions and me, I took some time to consider what I want to do next and what risks I want to continue to assume," Root said. "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."

He added, "given the resulting uncertainty in the future leadership of our company, the board believed it was in the best interests of the shareholders to evaluate alternatives to Vascular Solutions continuing as a stand-alone public company" – which led to the merger with Teleflex.

The transaction is expected to close in the first half of 2017.