Arrow International Urges Shareholders To Vote for Approval of the $45.50 Teleflex Inc. Merger and for the Current Board of Dire
05 September 2007 - 7:09AM
PR Newswire (US)
Shareholder Meeting to be Held September 20, 2007 READING, Pa.,
Sept. 4 /PRNewswire-FirstCall/ -- Arrow International, Inc.
(NASDAQ:ARRO) today urged shareholders to vote in favor of its
planned $45.50 merger with Teleflex Incorporated (NYSE:TFX) and for
the reelection of the current Board of Directors at the upcoming
Annual Meeting of Shareholders to be held on September 20, 2007. In
a letter to shareholders, mailed today, Philip B. Fleck, President
and Chief Executive Officer, and R. James Macaleer, Chairman of the
Board, also told shareholders not to be confused by a solicitation
for a slate of nominees by the McNeil Trust, which opposed the
strategic alternative process, including the possibility of a sale,
from the beginning and only changed their view after the
announcement of the transaction with Teleflex. The text of the
letter follows: Dear Fellow Arrow Shareholder: Your Vote is Very
Important On September 20, 2007 at the 2007 Annual Meeting of
Arrow's shareholders you will have the opportunity to express your
support and vote for the adoption of Arrow's merger agreement with
Teleflex Incorporated, a required step before proceeding with the
previously announced all-cash transaction in which Teleflex will
acquire Arrow International and you will receive $45.50 for each
share of Arrow common stock you own. In order for the transaction
to close, a majority of the votes cast by all shareholders present
in person or by proxy at the Annual Meeting who are entitled to
vote must vote "FOR" adoption of the merger agreement. Assuming it
is approved, shortly thereafter, as an Arrow shareholder you will
become eligible to receive $45.50 in cash for each share of Arrow
common stock you own on the date the merger is consummated. -- This
payment represents a premium of approximately 38.6% over the
closing price of our common stock on May 8, 2007, the last full
trading day before the announcement of Arrow's decision to explore
strategic alternatives. -- Your Arrow Board of Directors
unanimously recommends that you vote "FOR" the adoption of the
Teleflex merger agreement. Do Not Be Confused by the Solicitation
of the McNeil Trust We also wish to alert you to the fact that the
Robert L. McNeil, Jr. 1983 Trust is soliciting Blue proxies for the
2007 Annual Meeting. We expect there may be some confusion among
our shareholders as to why the McNeil Trust is seeking to replace
your current Board of Directors with its own hand-picked nominees,
especially since the McNeil Trust has announced its intention to
vote in favor of the transaction with Teleflex. We strongly urge
you not to sign or return any Blue proxy cards that you may receive
from the McNeil Trust. Vote to Support Your Board and the Teleflex
Merger Agreement We believe that your Company's nominees should be
reelected to serve on the Board of Directors. The current Board of
Directors initiated the process that led to the transaction with
Teleflex, negotiated the merger agreement and has been working with
Teleflex for several months to accomplish this transaction. The
McNeil Trust opposed the strategic alternative process, including
the possibility of a sale, from the beginning. Only after your
current board announced the outstanding transaction with Teleflex
did the McNeil Trust announce its intention to vote for the deal.
You deserve a Board of Directors fully committed to completing this
transaction and acting in the best interests of ALL shareholders,
not simply nominees of a shareholder who is merely willing to vote
in favor of the transaction. The McNeil Trust's proxy does not even
recommend that other shareholders vote in favor of the transaction.
Now is not the time to change your Board of Directors. At this
critical time, we believe the current board should be reelected to
manage any events which may arise following the date of the 2007
Annual Meeting and prior to the consummation of the merger. Please
vote the enclosed WHITE proxy card now to support your Board of
Directors and to support the merger agreement with Teleflex. Your
Board of Directors believes it is in the best interests of Arrow
shareholders to approve the merger agreement with Teleflex and
provide to you $45.50 in cash for each share of Arrow common stock
you own. We believe that signing, dating and returning the enclosed
WHITE proxy card, and voting to re-elect the current Board of
Directors, is the best way to bring about that result. YOUR VOTE IS
VERY IMPORTANT. WE URGE YOU TO VOTE YOUR WHITE PROXY CARD TODAY. --
Vote FOR Proposal 1 - to approve the merger with Teleflex for
$45.50 per share in cash. -- Vote FOR Proposal 2 - to elect your
Company's nominees to serve on the Board of Directors. These
nominees initiated the process that led to the merger with
Teleflex, consistently supported the exploration of strategic
alternatives and are fully committed to consummating the merger. --
Vote FOR Proposal 3 - to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent accounting
firm. -- Vote AGAINST Proposal 4 - a proposal submitted by a
shareholder to provide an age limit for directors of Arrow. -- Vote
FOR Proposal 5 - to allow for an adjournment or postponement of the
2007 Annual Meeting, if necessary. If your shares are held by your
brokerage firm or bank, you must provide them with instructions on
how to vote on your behalf or they will be unable to vote your
shares on certain issues, including the adoption of the merger
agreement. Please return your WHITE proxy card to your broker or
bank to ensure that your shares are voted; or follow the
instructions on the enclosed form to vote by telephone or Internet.
If you have any questions or would like assistance in voting your
shares of Arrow common stock, please call our proxy solicitor,
Morrow & Co., Inc., toll-free at 1-800-662-5200. Sincerely
yours, Philip B. Fleck President and Chief Executive Officer R.
James Macaleer Chairman of the Board of Directors 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. 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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