Acquisition

9 Months Ended

Sep. 28, 2025

Discontinued Operations and Disposal Groups [Abstract]

On June 30, 2025, the first day of the third fiscal quarter of 2025, we completed the acquisition of substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG (the "VI Business"). The acquisition adds a broad suite of coronary and peripheral medical devices, such as drug-coated balloons, stents, and balloon catheters, which complements our interventional product portfolio. Under the terms of the acquisition agreement, we acquired the VI Business for a net initial cash payment of €704.3 million, or $825.2 million, subject to certain working capital and other customary adjustments. The initial payment, along with transaction-related costs and other associated requirements, was financed through $700 million of borrowings under a delayed draw term loan facility as well as $140 million of borrowings under our revolving credit facility.

In connection with the acquisition, we also entered into several ancillary agreements with BIOTRONIK SE & Co. KG to help facilitate business continuity and the integration of the business. These agreements primarily relate to transition support and distribution services and have varying durations extending up to 36 months. We account for these services separately from the business combination, as they were negotiated primarily to benefit Teleflex and do not represent part of the consideration transferred for the acquisition.

The following table presents the fair value of the assets acquired and liabilities assumed with the acquisition of the VI Business:


Assets
Accounts receivable	$	27,653
Inventories	165,834
Prepaid expenses and other current assets	5,017
Total current assets	198,504

Property, plant and equipment	144,580
Operating lease assets	11,827
Intangible assets	382,072
Goodwill	252,382
Deferred tax assets	613
Other assets	3,288
Total noncurrent assets	794,762

Total assets	993,266
Liabilities
Accounts payable	18,789
Accrued expenses	5,398
Payroll and benefit-related liabilities	23,173
Other current liabilities	4,522
Total current liabilities	51,882
Deferred tax liabilities	88,704
Pension and postretirement benefit liabilities	12,995
Noncurrent liability for uncertain tax positions	3,086
Noncurrent operating lease liabilities	8,908
Other liabilities	2,534
Total liabilities	168,109
Net assets acquired	$	825,157

The following table sets forth the fair values and useful lives of the components of identifiable intangible assets acquired as of the date of the acquisition of the VI Business:


	Fair value		Useful life (years)
Intellectual property	$	206,272	8

Customer relationships	175,800		10

The goodwill resulting from the acquisition of the VI Business primarily reflects synergies currently expected to be realized from the integration of the acquired business. The tax-deductible portion of the total goodwill resulting from the acquisition amounts to $34.7 million.

We are continuing to evaluate the fair value of the acquired assets and liabilities assumed in connection with the acquisition and further adjustments may be necessary as a result of our assessment of additional information, primarily deferred tax liabilities, certain intangible assets and goodwill. Additionally, the purchase accounting remains incomplete with respect to the consideration transferred as we have not reached agreement on the closing statement adjustments with the seller. Adjustments during the measurement period will be recognized in the reporting period when they are settled.

For the nine months ended September 28, 2025, we incurred acquisition-related costs associated with the acquisition of the VI Business of $15.8 million, which were recognized in selling, general and administrative expenses in the Condensed Consolidated Statement of Income.

The following unaudited pro forma combined financial information for the three and nine months ended September 28, 2025 and September 29, 2024, respectively, gives effect to the acquisition of the VI Business as if it was completed at the beginning of the earliest period presented. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under our ownership and management.


	Three Months Ended				Nine Months Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
	(Dollars and shares in thousands, except per share)
Net revenue	$	913,021	$	859,584	$	2,593,531	$	2,553,613
Net income	(374,683)		89,942		(166,912)		100,802

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisition of the VI Business, including, to the extent applicable, amortization charges from acquired intangible assets; interest expense associated with borrowings to finance the acquisition; amortization related to the revaluation of inventory and depreciation associated with the step up in fair value of fixed assets; and the related tax effects. The unaudited pro forma financial information also includes non-recurring charges specifically related to the VI Business acquisition. For the three and nine months ended September 28, 2025 we recognized post-acquisition revenue and a pre-tax operating loss related to the VI Business of $101.8 million and $41.8 million, respectively. The pre-tax operating loss reflects the impact of the amortization of the step-up in carrying value of inventory and intangible assets recognized in connection with the acquisition as well as acquisition-related costs.