Vapotherm Enters Into Definitive Merger Agreement; Transaction Would Result in Company Going Private

Vapotherm, Inc. (OTCQX: VAPO) announced today that it has signed a definitive merger agreement with a newly-formed entity funded by an affiliate of Perceptive Advisors, LLC, a leading healthcare investment firm. This transaction will result in Vapotherm becoming a private company.

Details of the Merger Agreement:

• Debt Conversion and New Investment: SLR Capital Partners will convert approximately $81 million of term debt into preferred equity in the new entity. Perceptive will invest $50 million of new preferred equity, a portion of which will fund the merger and related payments. SLR will retain $40 million of term debt.
• Merger Consideration: Vapotherm’s stockholders will receive $2.18 in cash per share, representing a 166% premium over the stock’s closing price on June 14, 2024.
• Board Approval: A special committee of Vapotherm’s Board, composed solely of independent directors, recommended the approval of the merger, which the Board accepted.

Statements from Key Stakeholders:

• Anthony Storino, SLR Capital Partners: “This transaction allows the Company to strengthen their balance sheet as they focus on accelerating their revenue momentum.”
• Konstantin Poukalov, Perceptive Advisors: “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.”

Expected Closing and Future Operations:

• The transaction is anticipated to close in the second half of 2024, pending customary conditions, including stockholder approval. Upon completion, Vapotherm will be privately held and will no longer be publicly listed or traded on OTCQX.

Advisors and Legal Counsel:

• Cooley LLP is representing Perceptive, Latham & Watkins LLP is representing SLR, Scalar, LLC is acting as the financial advisor to the Special Committee, and Ropes & Gray LLP is representing Vapotherm.

About Vapotherm: Vapotherm, Inc. is a publicly traded developer and manufacturer of advanced respiratory technology, based in Exeter, New Hampshire. Their high velocity therapy systems provide non-invasive respiratory support, having treated over 4.4 million patients. The company focuses on delivering technology to patients in respiratory distress, offering a mask-free interface that allows patients to talk, eat, and drink while receiving treatment.

Additional Information: This announcement is deemed solicitation material related to the proposed transaction. Vapotherm plans to file a proxy statement with the SEC and urges stockholders to read it in its entirety for important information about the transaction. Documents will be available on the SEC’s website and Vapotherm’s investor relations page.

Forward-Looking Statements: The announcement includes forward-looking statements regarding the proposed transaction, stockholder approval, and the anticipated closing timeline. These statements are subject to risks and uncertainties that could cause actual results to differ. Vapotherm does not assume any obligation to update these statements, except as required by law.