July 1, 2024
Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Vapotherm, Inc. has entered into a definitive merger with an affiliate of Perceptive Advisors, LLC. The agreement stipulates that Vapotherm shareholders will receive $2.18 per share.

Vapotherm enters merger deal that will take company private

The Exeter, New Hampshire-based developer of non-invasive respiratory support technologies, known as Vapotherm (VAPO), was previously listed on the OTCQX. Last December, the NYSE initiated delisting proceedings against the company, resulting in the suspension of its trading and its subsequent move to the OTCQX. Following this development, BTIG analysts discontinued their coverage of Vapotherm.

Vapotherm announced on June 17 that it had signed a merger agreement with a newly-formed entity organized and funded by an affiliate of healthcare investment firm Perceptive Advisors and its Perceptive Discovery Fund.

As part of the agreement, Vapotherm's existing lender, investment affiliates managed by SLR Capital Partners, will convert approximately $81 million of term debt into preferred equity in the new entity. Additionally, Perceptive has agreed to invest $50 million in new preferred equity capital into the business. A portion of this investment will be used to fund the merger and cover closing-related payments. SLR will retain $40 million of term debt.

Anthony Storino, Head of Life Science Finance at SLR, stated in a news release that this deal will help Vapotherm strengthen its balance sheet.

“Vapotherm has done a significant amount of work to date to ensure it is able to deliver its technology to patients in respiratory distress. 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,” Konstantin Poukalov, managing director and co-head of Perceptive Discovery.

A special committee of Vapotherm's board has unanimously recommended the approval of the merger agreement. Acting on this recommendation, the board has approved the merger and is also recommending that stockholders approve it.

Vapotherm anticipates closing the deal in the second half of 2024. The completion of the merger is subject to customary conditions, including stockholder approval. Once finalized, Vapotherm will become a private company and will no longer be publicly listed or traded on OTCQX.

Notice to Shareholders

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors.

These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.
Active Participation: Regularly attend and engage in board meetings.
Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.
Best Interests: Ensure actions are in the best interest of the company and shareholders.
Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.