Arrow International Files and Mails Definitive Proxy Materials
25 August 2007 - 6:23AM
PR Newswire (US)
-- Annual Meeting of Shareholders to Vote on Proposed Merger with
Teleflex Scheduled for September 20, 2007 -- READING, Pa., Aug. 24
/PRNewswire-FirstCall/ -- Arrow International, Inc. (NASDAQ:ARRO)
today announced that it has filed with the Securities and Exchange
Commission and mailed to Arrow shareholders definitive proxy
materials in connection with the Company's 2007 Annual Meeting of
Shareholders. At the Annual Meeting, Arrow shareholders will
consider and vote on, among other things, the adoption of the
Company's merger agreement with Teleflex Incorporated, the election
of directors to serve until the earlier of closing of the merger
with Teleflex or until their respective successors are duly elected
and qualified, and ratification of the appointment of
PricewaterhouseCoopers LLP as the registered independent accounting
firm. Arrow's 2007 Annual Meeting of Shareholders has been
scheduled for Thursday, September 20, 2007, at 2:00 p.m., Eastern
Time at the Philadelphia Marriott Downtown, 1201 Market Street,
Philadelphia, PA. Arrow shareholders of record as of the close of
business on August 7, 2007 will be entitled to vote at the Annual
Meeting. As previously announced on July 23, 2007, Teleflex
Incorporated and Arrow entered into a definitive merger agreement,
which was unanimously approved by both companies' boards of
directors and provides a payment to Arrow shareholders of $45.50
per share in cash without interest for each outstanding share of
their Arrow common stock, representing a premium to shareholders of
approximately 38.6% over the closing price of Arrow common stock on
May 8, 2007, the last full trading day before the announcement of
the Company's decision to explore strategic alternatives. The Arrow
Board of Directors unanimously recommends that shareholders vote
"FOR" the adoption of the merger agreement, "FOR" the election of
each Arrow nominee for director, and "FOR" the ratification of the
appointment of PricewaterhouseCoopers LLP. The McNeil Trust, owners
of approximately 10% of Arrow common stock, has stated in a
preliminary proxy filed with the Securities and Exchange Commission
that it intends to vote "FOR" the proposal to adopt the Teleflex
merger agreement. The current Arrow Board of Directors initiated
the process that led to the merger agreement with Teleflex, and
while Arrow expects the merger to be consummated promptly following
satisfaction or waiver of the conditions to the merger, it believes
the current Board of Directors should be re-elected to manage any
events which may arise following the 2007 Annual Meeting and prior
to the consummation of the merger, which is expected to occur very
shortly following the Annual Meeting. Arrow is seeking, and the
merger agreement requires, the adoption of the merger agreement by
the affirmative vote of a majority of the votes cast by all Arrow
shareholders entitled to vote at the Annual Meeting. The director
nominees will be elected by a plurality of the votes cast at the
Annual Meeting. Shareholders are encouraged to read the Company's
definitive proxy materials in their entirety as they provide, among
other things, a detailed discussion of the process that led to the
proposed merger and the reasons behind the Board of Directors'
recommendation that shareholders vote "FOR" the adoption of the
merger agreement. The vote of Arrow shareholders is very important
regardless of the number of shares of common stock they own.
Whether or not shareholders are able to attend the Annual Meeting
in person, they should complete, sign and date the WHITE proxy card
and return it in the pre-paid, addressed envelope promptly. Voting
by proxy now will not affect a shareholder's right to vote their
Arrow shares in person if they choose to attend the Annual Meeting.
Shareholders who have questions about the merger or would like
assistance in submitting their proxy or voting their shares of
Arrow common stock should contact Morrow & Co., which is
assisting Arrow, toll-free at 1-800-662-5200. About Arrow Arrow
develops, manufactures and markets a broad range of clinically
advanced, disposable catheters and related products for critical
and cardiac care. The company's products are used primarily by
anesthesiologists, critical care specialists, surgeons, emergency
and trauma physicians, cardiologists, interventional radiologists
and other healthcare providers. Arrow's news releases and other
company information can be found on the World Wide Web at
http://www.arrowintl.com/. Arrow's common stock trades on the
NASDAQ Global Select Market(TM) under the symbol ARRO. Cautionary
Note Regarding Forward-Looking Statements This press release
contains forward-looking statements, including the anticipated
timing for closing of the transaction. A further description of
these risks and uncertainties and other important factors that
could cause actual results to differ materially from Teleflex or
Arrow's expectations can be found in each company's Annual Report
on Form 10-K, as amended and in each company's other filing with
the SEC. The expectations and assumptions reflected in such forward
looking statements may prove incorrect. Neither Teleflex nor Arrow
undertakes to publicly update or revise its forward-looking
statements as a result of new information, future events, or
otherwise. Additional Information In connection with the proposed
acquisition of Arrow by Teleflex Incorporated and Arrow's 2007
Annual Meeting of Shareholders, Arrow filed a definitive proxy
statement with the SEC, on August 24, 2007 and will be filing other
documents with the SEC. Prior to the annual meeting, Arrow will
furnish the definitive proxy statement to its shareholders,
together with a WHITE proxy card. Arrow shareholders are strongly
advised to carefully read Arrow's definitive proxy statement.
Shareholders will be able to obtain the definitive proxy statement
on file with the SEC and any other documents filed by Arrow with
the SEC for free at the internet website maintained by the SEC at
http://www.sec.gov/. Shareholders will be able to obtain free
copies of the definitive proxy statement and any amendments and
supplements to the definitive proxy statement at Arrow's website at
http://www.arrowintl.com/ or by writing to Arrow International,
Inc., 2400 Bernville Road, Reading, Pennsylvania 19605. In
addition, copies of Arrow's proxy materials may be requested by
contacting our proxy solicitor, Morrow & Co. at (800) 662-5200
toll-free or by writing to Morrow & Co., 470 West Avenue,
Stamford, CT 06902. Arrow and its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Additional information
regarding the names, affiliations and interests of individuals who
are participants in the solicitation of proxies of Arrow's
shareholders is available in Arrow's definitive proxy statement
filed with the SEC on August 24, 2007. DATASOURCE: Arrow
International, Inc. CONTACT: Frederick J. Hirt, CFO of Arrow
International, Inc., +1-610-478-3117 Web site:
http://www.arrowintl.com/
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