Irenic Sends Letter to Teleflex Board of Directors Regarding Its Refusal to Engage with Potential Acquirors
Demands Openness to Evaluating Credible Opportunities to Maximize Shareholder Value
Underscores the Company’s Sustained Value Destruction, Lack of Permanent Leadership, and Board’s Poor Alignment with Shareholders
Contends Meaningful Board Change – Including a New Chair – and Engagement of Independent Advisors Capable of Supporting an Objective Evaluation of Strategic Alternatives are Needed
Suite 400
Members of the Board of Directors:
We are writing to you on behalf of funds managed by
We are writing to you following our conversation with Dr.
Over the past five years,
| Total Shareholder Returns Assuming Dividends are Reinvested in Security | ||||
|
Data as of |
Time Period | |||
| 1Y | 3Y | 5Y | 10Y | |
|
|
(24 %) |
(54 %) |
(73 %) |
(25 %) |
|
|
|
|
|
|
| Benchmark Performance |
|
|
|
|
| S&P 500 |
16 % |
72 % |
79 % |
276 % |
| S&P 500 Healthcare Index |
1 % |
20 % |
37 % |
159 % |
| S&P 500 Healthcare Equipment Index |
(10 %) |
13 % |
8 % |
164 % |
| iShares |
(9 %) |
6 % |
3 % |
183 % |
| Average of Proxy Peers [1] |
(2 %) |
(8 %) |
(15 %) |
183 % |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500 |
(40 %) |
(126 %) |
(151 %) |
(301 %) |
| S&P 500 Healthcare Index |
(24 %) |
(75 %) |
(110 %) |
(184 %) |
| S&P 500 Healthcare Equipment Index |
(14 %) |
(67 %) |
(81 %) |
(189 %) |
| iShares |
(15 %) |
(60 %) |
(76 %) |
(208 %) |
| Average of Proxy Peers [1] |
(22 %) |
(46 %) |
(57 %) |
(208 %) |
| [1] |
||||
| Source: Bloomberg | ||||
The current Board, which is comprised of long-tenured directors, has presided over a sustained period of value destruction. Remarkably, one would think, having decided that the Company is so undervalued that the Board will not even entertain conversations about selling the Company, that members of the Board would be buying stock hand over fist. However, as far as we can tell,
| Open Market Purchases & Sales by Teleflex Board of Directors | |||||
| Director |
Date Appointed to Board |
Days Since |
Days Since Last Open Market Purchase |
Total Shares Purchased in Open Market |
Total Shares Sold in Open Market |
|
|
|
6,535 |
No Open Market Purchases |
0 |
14,364 |
|
|
|
6,174 |
234 |
1,000 |
24,760 |
|
|
|
3,983 |
No Open Market Purchases |
0 |
0 |
|
|
|
3,482 |
233 |
1,500 |
0 |
|
|
|
3,007 |
234 |
3,000 |
0 |
|
|
|
2,642 |
2,576 |
1,250 |
0 |
|
|
|
1,428 |
No Open Market Purchases |
0 |
0 |
|
|
|
1,057 |
234 |
1,500 |
0 |
| Source: Bloomberg, SEC Filings | |||||
Based on our discussions with other significant shareholders, we believe our concerns are broadly shared. Against this backdrop, it is difficult to understand how the Board can justify refusing to engage with potential buyers. In its response to our communications, the Board asserted that it is making strategic decisions and conducting the search for a permanent CEO that it believes will best position the Company for shareholder value creation. Given its track record of value destruction and lack of alignment, we do not believe this Board has earned the right to unilaterally determine how value is best created on shareholders’ behalf, and particularly not before it has thoroughly assessed all potential alternatives.
In our view,
Sincerely,
Co-Founder, Chief Investment Officer
Co-Founder, Director of Research
Managing Director
About Irenic
View source version on businesswire.com: https://www.businesswire.com/news/home/20260327185185/en/
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