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    Irenic Sends Letter to Teleflex Board of Directors Regarding Its Refusal to Engage with Potential Acquirors

    3/27/26 7:30:00 AM ET
    $TFX
    Medical/Dental Instruments
    Health Care
    Get the next $TFX alert in real time by email

    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

    Irenic Capital Management, LP, one of the largest shareholders of Teleflex Incorporated ("Teleflex" or the "Company") (NYSE:TFX) with 2% ownership, today sent the below letter to the Company's Board of Directors (the "Board") regarding its refusal to engage with potential acquirors, despite receiving interest from multiple credible parties. The letter also urges the Board to immediately take a more constructive and responsible approach to evaluating strategic alternatives.

    March 27, 2026

    Teleflex Incorporated

    550 E. Swedesford Road

    Suite 400

    Wayne, PA 19087

    Members of the Board of Directors:

    We are writing to you on behalf of funds managed by Irenic Capital Management L.P. (together with such funds, "Irenic" or "we"). Irenic is one of the largest shareholders of Teleflex Incorporated ("Teleflex" or the "Company") with 2% ownership.

    We are writing to you following our conversation with Dr. Stephen Klasko, Chairman of the Board of Directors (the "Board"), last week, during which Dr. Klasko indicated that the Board has directed the Company's advisors to refuse approaches from potential acquirors of Teleflex. He made clear to us that, in his view, it did not make sense to even have a conversation with interested parties at this point – regardless of how much such parties might be willing to pay for Teleflex. As we conveyed on the call and in our subsequent private communication with the Board, we firmly believe that posture is unreasonable and irresponsible.

    Over the past five years, Teleflex has delivered a total shareholder return of negative 73% – a level of sustained value destruction that demands, at a minimum, openness to evaluating credible opportunities to maximize shareholder value. At the same time, the Company is operating without a permanent Chief Executive Officer because the Board failed at its primary job – properly planning for succession.

    Total Shareholder Returns Assuming Dividends are Reinvested in Security
    Data as of 03/20/2026 Time Period
    1Y 3Y 5Y 10Y
    Teleflex Incorporated

    (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 U.S. Medical Devices ETF

    (9 %)

    6 %

    3 %

    183 %

    Average of Proxy Peers [1]

    (2 %)

    (8 %)

    (15 %)

    183 %

     

     

     

     

    Teleflex's Relative Performance vs. Benchmark

     

     

     

     

    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 U.S. Medical Devices ETF

    (15 %)

    (60 %)

    (76 %)

    (208 %)

    Average of Proxy Peers [1]

    (22 %)

    (46 %)

    (57 %)

    (208 %)

     
    [1] Executive Compensation Peer Group as per Teleflex's 2025 Proxy Statement, excluding NuVasive, Inc., which is no longer a standalone publicly listed company.
     
    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, Dr. Klasko, in his eighteen years on the Board, has not bought a single share (!!) and neither has Candace Duncan nor Neena Patil. In fact, this Board, collectively tenured nearly eighty years, has purchased a grand total of 8,250 shares of Teleflex on the open market. Were the Board collectively a single shareholder, it would be the 223rd largest shareholder on the Bloomberg holders list based on these open market purchases.

    Open Market Purchases & Sales by Teleflex Board of Directors
    Director Date Appointed

    to Board
    Days Since

    Joining Board
    Days Since Last Open

    Market Purchase
    Total Shares Purchased

    in Open Market
    Total Shares Sold

    in Open Market
    Stephen K. Klasko (Chairman)

    May 5, 2008

    6,535

    No Open Market Purchases

    0

    14,364

    Stuart A. Randle (Interim CEO)

    May 1, 2009

    6,174

    234

    1,000

    24,760

    Candace H. Duncan

    May 1, 2015

    3,983

    No Open Market Purchases

    0

    0

    Gretchen R. Haggerty

    September 13, 2016

    3,482

    233

    1,500

    0

    Andrew A. Krakauer

    January 1, 2018

    3,007

    234

    3,000

    0

    John C. Heinmiller

    January 1, 2019

    2,642

    2,576

    1,250

    0

    Neena M. Patil

    April 29, 2022

    1,428

    No Open Market Purchases

    0

    0

    Jaewon Ryu

    May 5, 2023

    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, Teleflex requires meaningful change at the Board level – most notably, a new Chair – as well as the engagement of independent advisors capable of supporting an objective evaluation of strategic alternatives. We are aware of multiple interested parties, and the Board's continued unwillingness to engage is not tenable. It is time – well past time – for the Board to take a more constructive and responsible approach and begin engaging with credible acquirors.

    Sincerely,

    Adam Katz

    Co-Founder, Chief Investment Officer

    Andy Dodge

    Co-Founder, Director of Research

    Akshay Amin

    Managing Director

    About Irenic

    Irenic Capital Management, LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit www.irenicmgmt.com.

    View source version on businesswire.com: https://www.businesswire.com/news/home/20260327185185/en/

    For Investors:

    Jeff Shookus

    Irenic Capital Management

    [email protected]

    For Media:

    Longacre Square Partners

    [email protected]

    Get the next $TFX alert in real time by email

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