Full Press Release Details
NEW YORK--(BUSINESS WIRE)--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 Incorporated550 E. Swedesford RoadSuite 400Wayne, 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 |
(24 %)
(54 %)
(73 %)
(25 %)
16 %
72 %
79 %
276 %
1 %
20 %
37 %
159 %
(10 %)
13 %
8 %
164 %
(9 %)
6 %
3 %
183 %
(2 %)
(8 %)
(15 %)
183 %
(40 %)
(126 %)
(151 %)
(301 %)
(24 %)
(75 %)
(110 %)
(184 %)
(14 %)
(67 %)
(81 %)
(189 %)
(15 %)
(60 %)
(76 %)
(208 %)
(22 %)
(46 %)
(57 %)
(208 %)
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 Appointedto Board | Days SinceJoining Board | Days Since Last OpenMarket Purchase | Total Shares Purchasedin Open Market | Total Shares Soldin 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 |
May 5, 2008
6,535
No Open Market Purchases
0
14,364
May 1, 2009
6,174
234
1,000
24,760
May 1, 2015
3,983
No Open Market Purchases
0
0
September 13, 2016
3,482
233
1,500
0
January 1, 2018
3,007
234
3,000
0
January 1, 2019
2,642
2,576
1,250
0
April 29, 2022
1,428
No Open Market Purchases
0
0
May 5, 2023
1,057
234
1,500
0
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 assessedallpotential 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 KatzCo-Founder, Chief Investment Officer
Andy DodgeCo-Founder, Director of Research
Akshay AminManaging 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 visitwww.irenicmgmt.com.