VASC Vascular Solutions, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

January 18, 2017

To Our Shareholders:

You are invited to attend a special meeting of the shareholders of Vascular Solutions, Inc., a Minnesota corporation (which we refer to as “Vascular Solutions,” the “Company,” “we,” “our” or “us”), which we will hold at 6401 Sycamore Court North, Maple Grove, Minnesota, on Thursday, February 16, 2017 at 9:00 a.m. local time. We refer to such meeting, including any adjournment or postponement thereof, as the “special meeting.”

At the special meeting, you will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 1, 2016 (as it may be amended from time to time, which we refer to as the “merger agreement”), by and among Vascular Solutions, Teleflex Incorporated, a Delaware corporation (which we refer to as “Teleflex”), and Violet Merger Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Teleflex (which we refer to as “Merger Sub”), pursuant to which Merger Sub will be merged with and into Vascular Solutions (which we refer to as the “merger”), the separate existence of Merger Sub will cease, and Vascular Solutions will continue as the surviving company. You will also be asked to consider and vote on (1) a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to our named executive officers in connection with the merger; and (2) a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve and adopt the merger agreement or in the absence of a quorum.

If the merger agreement is adopted and the merger is completed, Vascular Solutions will become a wholly owned subsidiary of Teleflex, and, at the effective time, each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Merger Sub, Teleflex or any wholly owned subsidiary of Teleflex or of Vascular Solutions immediately prior to the effective time of the merger, which will be converted into shares of common stock of the surviving company, and any dissenting shares) will be cancelled and converted into the right to receive the merger consideration of $56.00 per share in cash, without interest.

Our board of directors has unanimously adopted resolutions (i) declaring the merger agreement, the merger and the other transactions contemplated by the merger agreement fair to and in the best interests of the Company and its shareholders, (ii) approving and declaring advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, (iii) recommending that the Company’s shareholders approve the merger and adopt the merger agreement and (iv) directing that the approval of the merger and the adoption of the plan of merger be submitted to the shareholders of the Company. Accordingly, our board unanimously recommends that the shareholders of Vascular Solutions vote (1) “ FOR ” the proposal to approve the merger and adopt the merger agreement, (2) “ FOR ” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Vascular Solutions in connection with the merger, and (3) “ FOR ” the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

Your vote is very important . The merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to be cast on the proposal vote in favor of the proposal to approve the merger and adopt the merger agreement. A failure to vote your shares of our common stock on the proposal to approve the merger and adopt the merger agreement will have the same effect as a vote “ AGAINST ” the proposal to approve the merger and adopt the merger agreement.

The attached proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to this document. We encourage you to read this document and the merger agreement carefully and in their entirety. You may also obtain more information about Vascular Solutions from documents we have filed with the Securities and Exchange Commission. See “ Where You Can Find Additional Information .”

Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or submit your proxy by telephone or the internet. If you attend the special meeting and wish to vote in person, you may revoke any proxy previously submitted and vote by ballot.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., toll free, at (877) 283-0317.

On behalf of our board, I thank you for your support and appreciate your consideration of this matter.

	Sincerely,
	Howard C. Root Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated by the merger agreement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This document is dated January 18, 2017 and is first being mailed to shareholders on or about January 18, 2017 .

VASCULAR SOLUTIONS, INC.
6464 Sycamore Court North
Minneapolis, MN 55369

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 16 , 2017

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Vascular Solutions, Inc., a Minnesota corporation (which we refer to as “Vascular Solutions,” the “Company,” “we,” “our” or “us”), will be held at 6401 Sycamore Court North, Maple Grove, Minnesota, on Thursday, February 16, 2017 at 9:00 a.m. local time (which we refer to as the “special meeting”), to consider and vote upon the following proposals:

1.

To adopt the Agreement and Plan of Merger, dated as of December 1, 2016 (as it may be amended from time to time, which we refer to as the “merger agreement”), by and among Vascular Solutions, Teleflex Incorporated, a Delaware corporation (which we refer to as “Teleflex”), and Violet Merger Sub Inc., a Minnesota corporation and a direct, wholly owned subsidiary of Teleflex (which we refer to as “Merger Sub”), pursuant to which Merger Sub will be merged with and into Vascular Solutions (which we refer to as the “merger”) and to approve the merger;

2.

To approve, on an advisory (non-binding) basis, certain compensation that may be paid or payable to Vascular Solutions’ named executive officers in connection with the merger; and

3.

To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger and adopt the merger agreement or in the absence of a quorum.

Only shareholders of record as of the close of business on January 13, 2017 are entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof.

Our board unanimously recommends that our shareholders vote (1) “ FOR ” the proposal to approve the merger and adopt the merger agreement, (2) “ FOR ” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Vascular Solutions in connection with the merger, and (3) “ FOR ” the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

Your vote is important, regardless of the number of shares of our common stock you own. Regardless of whether you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy or submit your proxy by telephone or the internet prior to the special meeting to ensure that your shares will be represented at the special meeting. If you have internet access, we encourage you to submit your proxy via the internet. If you attend the special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. Before voting your shares, we urge you to read the accompanying proxy statement carefully, including its annexes and the documents incorporated by reference in the document. Your prompt attention is greatly appreciated.

	By order of our board of directors,
	Gordon Weber Secretary

Minneapolis, Minnesota
January 18, 2017

YOUR VOTE IS IMPORTANT

If your shares are registered directly in your name: If you are a shareholder of record, you may vote your shares through the internet, by telephone or by mail as described below. Please help us save time and postage costs by voting through the internet or by telephone. Each method is generally available 24 hours a day and will ensure that your vote is confirmed and posted immediately. To vote:

If your shares are held in the name of a broker, bank or other nominee: You should receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to approve the merger and adopt the merger agreement, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the special meeting. A shareholder providing a proxy may revoke it at any time before it is exercised by providing written notice of revocation to our Secretary or by providing a proxy of a later date.

You should not return your stock certificate or send documents representing our common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of our common stock for the merger consideration.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co., Inc.
48 Wall Street – 22nd Floor
New York, NY 10005
Banks and Brokers, Call: (212) 269-5550
All Others Call Toll-Free: (877) 283-0317
Email: VASC@dfking.com

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement related to the merger of Violet Merger Sub Inc. with and into Vascular Solutions, Inc., with Vascular Solutions, Inc. surviving as a wholly owned subsidiary of Teleflex Incorporated, which transaction we refer to as the “merger,” and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information.” The merger agreement is attached as Annex A to this proxy statement.

The Companies (page 16 )

Vascular Solutions

Vascular Solutions, Inc., referred to as “Vascular Solutions,” the “Company,” “we,” “our” or “us,” is a Minnesota corporation. We are an innovative medical device company focused on bringing clinically advanced solutions to the market for treating coronary and peripheral vascular disease. Our product line consists of more than 90 devices and services that are sold to interventional cardiologists, interventional radiologists, electrophysiologists and vein practices worldwide. See the sections entitled “ Where You Can Find Additional Information ” and “ The Companies—Vascular Solutions, Inc. ”

Teleflex

Teleflex Incorporated, referred to as “Teleflex” or the “Buyer,” is a Delaware corporation. Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce total procedural costs. Teleflex primarily designs, develops, manufactures and supplies single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. See the section entitled “ The Companies—Teleflex .”

Merger Sub

Violet Merger Sub Inc., referred to as “Merger Sub,” is a Minnesota corporation and a wholly owned subsidiary of Teleflex that was formed solely for the purpose of entering into the Agreement and Plan of Merger, dated as of December 1, 2016, by and among Vascular Solutions, Teleflex and Merger Sub, as it may be amended from time to time, referred to as the “merger agreement,” and consummating the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Vascular Solutions will continue as the surviving company. See the section entitled “ The Companies—Merger Sub .”

The Merger (page 22 )

You will be asked to consider and vote upon the proposal to approve the merger and adopt the merger agreement. A copy of the merger agreement is attached as Annex A . The merger agreement provides, among other things, that at the effective time of the merger, referred to as the “effective time,” Merger Sub will be merged with and into Vascular Solutions, and each issued and outstanding share of common stock, par value $0.01 per share, of Vascular Solutions, referred to as our “common stock,” other than shares of our common stock owned directly by Teleflex or Merger Sub or by any wholly owned subsidiary of Teleflex or of Vascular Solutions as of immediately prior to the effective time, referred to as the “cancelled shares,” and any shares of our common stock held of record or beneficially by a person who has not voted in favor of approval of the merger and adoption of the merger agreement and who is entitled to demand and properly demands dissenters’ rights with respect to such shares, referred to as the “dissenting shares,” will be converted automatically into the right to receive $56.00 in cash, without interest, referred to as the “merger consideration.”

The Special Meeting of Our Shareholders (page 17 )

Place, Date and Time . The special meeting will be held at 6401 Sycamore Court North, Maple Grove, Minnesota, on Thursday, February 16, 2017 at 9:00 a.m. local time. To attend the meeting, you will need to present valid photo identification, such as a driver’s license or passport, and proof of ownership of our common

stock. If your shares are held in “street name” by a broker, bank or other nominee, you will need to present a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date. If you do not provide photo identification or comply with the other procedures outlined in this document, you will not be admitted to the special meeting. For security reasons, you and your bags may be subject to search prior to your admittance to the meeting.

Purpose of the Special Meeting . At the special meeting, you will be asked (1) to consider and vote on the proposal to approve the merger and adopt the Agreement and Plan of Merger, dated as of December 1, 2016, by and among Vascular Solutions, Teleflex, and Merger Sub, pursuant to which Merger Sub will be merged with and into Vascular Solutions; (2) to consider and vote on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Vascular Solutions’ named executive officers in connection with the merger; and (3) to consider and vote on the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the merger and adopt the merger agreement or in the absence of a quorum.

Who Can Vote at the Meeting . You can vote at the special meeting, in person or by proxy, all of the shares of our common stock you own of record as of January 13, 2017, which is the record date for the special meeting. If you own shares that are registered in someone else’s name, for example, a broker, you need to direct that person to vote those shares or obtain a legal proxy from them and vote the shares yourself at the meeting. As of January 13, 2017, there were 17,568,375 shares of our common stock outstanding held by approximately 142 holders of record.

What Vote is Required for Approval of the Merger Agreement . Approval of the merger and adoption of the merger agreement requires that shareholders holding a majority of the shares of our common stock outstanding at the close of business on the record date for the special meeting and entitled to be cast on such proposal vote “ FOR ” the proposal to approve the merger and adopt the merger agreement. A failure to vote your shares of our common stock or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to approve the merger and adopt the merger agreement. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, such failure to instruct your nominee will have the same effect as a vote “ AGAINST ” the proposal to approve the merger and adopt the merger agreement.

Quorum . A quorum will be present if holders of record of a majority of the shares of our common stock outstanding on the close of business on the record date are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

Procedure for Voting . You can vote shares you hold of record by attending the special meeting and voting in person or by mailing the enclosed proxy card or voting by telephone or through the internet. If your shares are held in “street name” by a broker, bank or other nominee, you should instruct such nominee on how to vote your shares using the instructions provided by such nominee. If you do not instruct such nominee to vote your shares, your shares will not be voted, which will have the same effect as a vote “ AGAINST ” approval of the merger agreement.

How to Revoke Your Proxy . You may revoke your proxy and change your vote at any time before your proxy is voted at the special meeting. To revoke your proxy, you must (a) submit a new proxy with a more recent date than that of the first proxy by (1) following the internet voting instructions, (2) following the telephone voting instructions or (3) completing, signing, dating and returning a new proxy card to us, which must be received by us before the time of the special meeting; or (b) if you are a registered shareholder, attending the meeting in person and delivering a proper written notice of revocation of your proxy. Attendance at the special meeting will not by itself revoke a previously granted proxy. Unless you decide to vote your shares in person, you should revoke your prior proxy in the same way you initially submitted it—that is, by internet, telephone or mail.

Recommendation of the Vascular Solutions Board of Directors (page 20 ); Reasons for the Merger (page 29 )

Our board has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Our board unanimously recommends that Vascular Solutions shareholders vote “FOR” the proposal to approve the merger and adopt the merger agreement at the special meeting.

For a description of the reasons considered by our board in deciding to recommend approval of the merger agreement, see the section entitled “ The Merger (Proposal 1)—Reasons for our Board ’s Recommendation in Favor of the Merger .”

Opinion of Vascular Solutions’ Financial Advisor (page 35 )

Our board has retained Guggenheim Securities, LLC, referred to as “Guggenheim Securities,” as its financial advisor in connection with the potential sale of Vascular Solutions. Guggenheim Securities delivered an opinion to our board to the effect that, as of December 1, 2016 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the consideration to be received in connection with the merger was fair, from a financial point of view, to the holders of our common stock (excluding (i) any wholly owned subsidiary of Vascular Solutions or (ii) Teleflex, Merger Sub and their respective affiliates). The full text of Guggenheim Securities’ written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to our board (in its capacity as such) for its information and assistance in connection with its evaluation of the consideration to be received in connection with the merger. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to our board with respect to the merger, nor does Guggenheim Securities’ opinion constitute advice or a recommendation to any holder of our common stock as to how to vote or act in connection with the merger or otherwise. Guggenheim Securities’ opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the consideration to be received in connection with the merger by holders of our common stock (excluding (i) any wholly owned subsidiary of Vascular Solutions or (ii) Teleflex, Merger Sub and their respective affiliates) to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the merger, the merger agreement (including, without limitation, the form or structure of the merger) or any other agreement, transaction document or instrument contemplated by the merger agreement or to be entered into or amended in connection with the merger or any financing or other transactions related thereto.

For a description of the opinion that our board received from Guggenheim Securities, see “ The Merger — Opinion of Vascular Solutions’ Financial Advisor .”

Certain Effects of the Merger on Vascular Solutions (page 22 )

Pursuant to the terms of the merger agreement, Merger Sub will be merged with and into Vascular Solutions, with Vascular Solutions surviving the merger. Throughout this proxy statement, we use the term “surviving company” to refer to Vascular Solutions as the surviving company following the merger. If the merger is consummated, you will not own any shares of the capital stock of the surviving company.

The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur at the time the articles of merger are duly filed with the Secretary of State of the State of Minnesota or at such later time on the closing date as may be agreed by Vascular Solutions and Merger Sub and specified in the articles of merger.

Effect on Vascular Solutions if the Merger is Not Completed (page 22 )

If the merger agreement is not approved by our shareholders or if the merger is not consummated for any other reason, our shareholders will not receive any payment for their shares of common stock. Instead, we will remain a public company, the common stock will continue to be listed and traded on the Nasdaq Global Select Market, a listing tier of The Nasdaq Stock Market LLC, referred to as “Nasdaq,” and registered under the U.S.

Securities and Exchange Act of 1934, referred to as the “Exchange Act,” and we will continue to file periodic reports with the U.S. Securities and Exchange Commission, referred to as the “SEC.” Under specified circumstances, we may be required to pay Teleflex a termination fee upon or following the termination of the merger agreement, as described in the section entitled “ The Merger Agreement—Termination Fee .”

When the Merger Becomes Effective; Marketing Period (page 53 )

The merger agreement provides that the closing of the merger will occur within two business days after the satisfaction or waiver of the conditions to the merger, provided, that if the marketing period has not ended at such time, the closing of the merger will occur on the earlier of (i) a date during the marketing period specified by Teleflex in writing on no fewer than two business days’ notice to Vascular Solutions, which may be conditioned upon the simultaneous completion of the debt financing and (ii) the second business day following the last day of the marketing period.

The “marketing period” refers to the first period of 15 consecutive business days beginning on the date Teleflex receives certain required information and throughout which certain conditions to the closing of the merger are satisfied, subject to certain other timing restrictions and conditions described in further detail in the section entitled “ The Merger Agreement—When the Merger Becomes Effective; Marketing Period .”

As of the date of this document, the parties expect to complete the merger during the first half of 2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, and factors outside the control of Vascular Solutions or Teleflex may delay the completion of the merger, or prevent it from being completed at all. In addition, Teleflex is not required to complete the merger until after the completion of the marketing period. There can be no assurances as to whether or when the merger will be completed.

Treatment of Vascular Solutions Equity Awards and the Employee Stock Purchase Plan (page 55 )

Restricted Stock . At the effective time, each share of our common stock issued under our equity compensation plans, and then-subject to restrictions of forfeiture under our equity compensation plans, will be cancelled and converted into the right to receive the merger consideration (subject to any applicable withholding tax).

Stock Options . At the effective time, each option to purchase our common stock, referred to as a “stock option,” that is outstanding, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash (subject to deduction for any applicable withholding tax) equal to the product of (x) the total number of shares of our common stock subject to such stock option immediately prior to the effective time and (y) the excess, if any, of the merger consideration over the exercise price per share of such stock option.

Employee Stock Purchase Plan . The Vascular Solutions Employee Stock Purchase Plan, referred to as the “ESPP,” has been amended such that (i) participation following the date of the merger agreement will be limited to those employees who are participating in the ESPP as of such date; (ii) except to the extent necessary to maintain the status of the ESPP, participants may not increase their payroll deductions or purchase elections from those in effect on the date of the merger agreement; (iii) no offering period will be commenced after the date of the merger agreement; (iv) each participant’s outstanding right to purchase shares of our common stock under the ESPP will terminate on the day immediately prior to the day on which the effective time of the merger occurs; provided that amounts allocated to each participant’s account under the ESPP as of such date will be used to purchase shares of common stock using such date as the final purchase date; and (v) the ESPP will terminate immediately following the purchase of such shares.

No Solicitation; Alternative Proposals (page 59 )

The merger agreement restricts our ability to solicit or engage in discussions or negotiations with a third party regarding competing transactions and our board’s ability to change or withdraw its recommendation in favor of the merger agreement. Notwithstanding these restrictions, subject to the procedures set forth in the merger agreement, our board may respond to written competing proposals, withdraw its recommendation in favor of the merger agreement and terminate the merger agreement in order to enter into an agreement with respect to a superior proposal.

Change in Board Recommendation (page 60 )

Our board unanimously recommends that our shareholders vote “ FOR ” the proposal to approve the merger and adopt the merger agreement. Nevertheless, our board may make a change of recommendation or terminate the merger agreement to enter into a definitive agreement with respect to a superior proposal (as defined in the section entitled “ The Merger Agreement—No Solicitation; Alternative Proposals ”) if, subject to the procedures set forth in the merger agreement, Vascular Solutions receives an unsolicited, written competing proposal that our board, after consultation with outside legal and financial advisors, concludes constitutes a superior proposal (taking into account any offers made by Teleflex to adjust the terms of the merger agreement) or if, subject to the procedures set forth in the merger agreement, there has been an intervening event unrelated to a competing proposal and, in any event, failure to take such action would be inconsistent with our board’s fiduciary duties under applicable law.

Interests of Vascular Solutions’ Directors and Executive Officers in the Merger (page 47 )

When considering the recommendation by our board in favor of the merger agreement and the merger, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours, including the following:

See the section entitled “ The Merger (Proposal 1) — Interests of Vascular Solutions’ Directors and Executive Officers in the Merger .”

If the proposal to approve the merger and adopt the merger agreement is approved by our shareholders and the merger closes, any shares of our common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of our common stock held by all of our other shareholders (other than dissenting shares or cancelled shares).

The members of our board were aware of these interests of Vascular Solutions’ directors and executive officers and considered them, among other matters, when approving the merger agreement and the merger and determining to recommend that its shareholders vote “ FOR ” the approval of the merger agreement and the merger.

Material U.S. Federal Income Tax Consequences of the Merger (page 50 )

If you are a U.S. holder (as defined under the section entitled “ The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger ”), the receipt of cash in exchange for shares of our common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of our common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Regulatory Approvals (page 51 )

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, referred to as the “HSR Act,” and the rules promulgated thereunder, the merger may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice, referred to as the “Antitrust Division,” and the United States Federal Trade Commission, referred to as the “FTC,” and all

statutory waiting period requirements have been satisfied. On December 15, 2016, both Teleflex and Vascular Solutions filed their respective Notification and Report Forms with the Antitrust Division and the FTC. The 30-day waiting period under the HSR Act expired at 11:59 p.m., Eastern Time, on January 17, 2017.

Financing of the Merger (page 46 )

While Teleflex’s obligations under the merger agreement are not subject to any financing condition, Teleflex has entered into a debt commitment letter, referred to as the “commitment letter,” with JPMorgan Chase Bank, N.A., referred to as “JPMorgan,” dated December 1, 2016, which was amended and restated on December 20, 2016 to add Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith and PNC Bank, National Association, referred to collectively, together with JPMorgan, as the “commitment parties,” as additional commitment parties and lead arrangers. Pursuant to the commitment letter, the commitment parties have committed (i) to provide a $750 million senior unsecured bridge facility and (ii) to backstop an amendment to Teleflex’s existing credit agreement, dated July 16, 2013, with the lenders party thereto and JPMorgan as administrative agent, referred to as the “existing credit agreement,” in order to permit the bridge facility and to make certain other changes to the existing credit agreement, collectively referred to as the “debt financing.”

Conditions to Completion of the Merger (page 64 )

The conditions to each party’s obligations to complete the merger include the following:

In addition, the conditions to Teleflex’s and Merger Sub’s obligations to complete the merger also include:

Termination (page 66 )

The merger agreement may be terminated (subject, in each case, to certain limitations):

Termination Fee (page 66 )

Following termination of the merger agreement under specified circumstances generally relating to a competing transaction, Vascular Solutions may be required to pay Teleflex a termination fee of $35 million.

Employee Matters (page 62 )

The merger agreement provides for the following treatment with respect to those employees of Vascular Solutions and its subsidiaries who continue to be employed by the surviving company or one of its subsidiaries after the effective time, whom we refer to as the “continuing employees”:

Market Prices and Dividend Data (page 71 )

Our common stock is traded on Nasdaq, under the symbol “VASC.” The closing sale price of our common stock on December 1, 2016, which was the last trading day before the merger was publicly announced, was $55.10 per share. On January 17, 2017 the most recent practicable date before the filing of this document, the closing price for our common stock was $55.75 per share.

Under the terms of the merger agreement, during the period from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, such period referred to as the “pre-closing period,” we may not declare or pay any cash dividends to our shareholders without Teleflex’s written consent. We have paid no dividends on our common stock since our initial public offering in 2000.

Dissenters’ Rights (page 73 )

If the proposal to approve the merger and adopt the merger agreement is approved by Vascular Solutions shareholders at the special meeting and the merger is consummated, a shareholder of Vascular Solutions who does not vote in favor of the proposal to approve the merger and adopt the merger agreement and who otherwise complies with Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act will be entitled to demand payment for his or her shares and an appraisal of the value of those shares. The rights of dissenting shareholders under the Minnesota Business Corporation Act are discussed in the section entitled “ Dissenters’ Rights .” Any exercise of dissenters’ rights must be in accordance with the procedures set forth in Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act, which sections are attached as Annex C to the Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposals to be voted on at the special meeting. These questions and answers may not address all of the questions that may be important to you as a shareholder of Vascular Solutions. Please refer to the more detailed information contained elsewhere in this document, the annexes to this document and the documents referred to or incorporated by reference in this document, which we urge you to read carefully and in their entirety. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled “Where You Can Find Additional Information.”

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of our common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid legal proxy from your broker, bank or other nominee.

Under specified circumstances, we may be required to pay Teleflex a termination fee upon the termination of the merger agreement, as described in the section entitled “ The Merger Agreement—Termination Fees .”

Stock Options. At the effective time, each option to purchase our common stock, referred to as a “stock option,” that is outstanding, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash (subject to deduction for any applicable withholding tax) equal to the product of (x) the total number of shares of our common stock subject to such stock option immediately prior to the effective time and (y) the excess, if any, of the merger consideration over the exercise price per share of such stock option.

participating in the ESPP as of such date; (ii) except to the extent necessary to maintain the status of the ESPP, participants may not increase their payroll deductions or purchase elections from those in effect on the date of the merger agreement; (iii) no offering period will be commenced after the date of the merger agreement; (iv) each participant’s outstanding right to purchase shares of our common stock under the ESPP will terminate on the day immediately prior to the day on which the effective time of the merger occurs; provided that amounts allocated to each participant’s account under the ESPP as of such date will be used to purchase shares of common stock using such date as the final purchase date; and (v) the ESPP will terminate immediately following the purchase of such shares.

The “marketing period” refers to the first period of 15 consecutive business days beginning on the date Teleflex receives certain required information and throughout which certain conditions to the closing of the merger are satisfied, subject to certain other timing restrictions and conditions described in further detail in the section entitled “ The Merger Agreement—When the Merger Becomes Effective; Marketing Period .”

If you are not a holder of record as of the record date or a beneficial holder of common stock held in “street name,” you may be admitted to the meeting only if you have a valid legal proxy from a holder of record as of the record date. You must present that proxy, as well as a form of valid photo identification, at the entrance to the meeting.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

An abstention with respect to either proposal and a failure to vote your shares of our common stock on either proposal (including a failure of your broker, bank or other nominee to vote shares held on your behalf), assuming a quorum is present, will not have the effect of either a vote “ FOR ” or a vote “ AGAINST ” such proposals.

For a discussion of the factors that our board considered in determining to recommend the approval of the merger agreement, please see the section entitled “ The Merger (Proposal 1)—Reasons for our Board ’s Recommendation in Favor of the Merger .” In addition, in considering the recommendation of our board with respect to the merger agreement, you should be aware that some of our directors and executive officers have potential interests that may be different from, or in addition to, the interests of our shareholders generally. For a discussion of these interests, see the section entitled “ The Merger (Proposal 1)—Interests of Vascular Solutions’ Directors and Executive Officers in the Merger .”

The record date for shareholders entitled to vote at the special meeting is on January 13, 2017, which is earlier than the consummation of the merger. If you transfer your shares of our common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration.

If you have questions or need assistance voting your shares, please contact:

D.F. King & Co., Inc.
48 Wall Street – 22nd Floor
New York, NY 10005
Banks and Brokers, Call: (212) 269-5550
All Others Call Toll-Free: (877) 283-0317
Email: VASC@dfking.com

or

Vascular Solutions, Inc.
Attn: Investor Relations
6464 Sycamore Court North
Minneapolis, Minnesota 55369
(763) 654-4300

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. This communication contains forward-looking statements, including statements relating to the completion of the transaction and statements regarding Vascular Solutions’ future performance. Forward-looking statements can usually be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and other expressions which indicate future events or trends. Forward-looking statements are likely to address matters such as, among other things, Vascular Solutions’, Teleflex’s and their respective affiliates’ respective or combined anticipated sales, expenses, margins, tax rates, capital expenditures, profits, cash flows, liquidity and debt levels. These forward-looking statements are based on the companies’ current plans, expectations and assumptions and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements.

These risks and uncertainties include, but are not limited to, the following factors:

Many of these factors are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements. Except as required by applicable law, we undertake no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

THE COMPANIES

Vascular Solutions, Inc.

Vascular Solutions, Inc., referred to as “Vascular Solutions,” the “Company,” “we,” “our” or “us,” is a Minnesota corporation. Vascular Solutions was incorporated in Minnesota in December 1996 and began operations in February 1997. We are an innovative medical device company focused on bringing clinically advanced solutions to the market for treating coronary and peripheral vascular disease. Our product line consists of more than 90 devices and services that are sold to interventional cardiologists, interventional radiologists, electrophysiologists and vein practices worldwide.

As a vertically-integrated company, we generate ideas, create new minimally-invasive medical devices and then deliver these products and related services to the physicians who treat vascular disease. In the United States, we sell our products through a 106-person direct sales force. Outside the U.S., we work through a network of 41 independent distribution companies that cover 59 countries.

Common stock, par value $0.01 per share, of Vascular Solutions, referred to as our “common stock,” is currently listed on the Nasdaq Global Select Market, a listing tier of The Nasdaq Stock Market LLC, referred to as “Nasdaq,” under the ticker symbol “VASC.”

Our principal executive offices are located at 6464 Sycamore Court North, Minneapolis, Minnesota 55369, and our telephone number is (763) 656-4300. Vascular Solutions’ website is located at www.vasc.com . The information contained on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the U.S. Securities and Exchange Commission, referred to as the “SEC.”

Teleflex

Teleflex Incorporated, referred to as “Teleflex” or the “Buyer,” is a Delaware corporation. Teleflex was incorporated in Delaware in 1943. Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce total procedural costs. Teleflex primarily designs, develops, manufactures and supplies single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. Teleflex markets and sells its products to hospitals and healthcare providers worldwide through a combination of its direct sales force and distributors. Because Teleflex’s products are used in numerous markets and for a variety of procedures, it is not dependent upon any one end-market or procedure. Teleflex manufactures its products at 25 manufacturing sites, with major manufacturing operations located in the Czech Republic, Germany, Malaysia, Mexico and the United States.

Teleflex’s common stock is currently listed on the New York Stock Exchange under the ticker symbol “TFX.”

Teleflex’s principal executive offices are located at 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, and its telephone number is (610) 225-6800. Teleflex’s website is located at www.teleflex.com . The information contained on, or accessible through, Teleflex’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC.

Violet Merger Sub Inc.

Violet Merger Sub Inc., referred to as “Merger Sub,” is a Minnesota corporation and a wholly owned subsidiary of Teleflex. Merger Sub was formed in November 2016 solely for the purpose of entering into the Agreement and Plan of Merger, dated as of December 1, 2016, by and among Vascular Solutions, Teleflex and Merger Sub, as it may be amended from time to time, referred to as the “merger agreement,” and consummating the transactions contemplated by the merger agreement, and it currently has no other business or operations. Upon completion of the merger contemplated by the merger agreement, referred to as the “merger,” Merger Sub will cease to exist and Vascular Solutions will survive the merger. Throughout this proxy statement, we use the term “surviving company” to refer to Vascular Solutions as the surviving company following the merger.

Merger Sub’s principal executive offices are located at 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania 19087, and its telephone number is (610) 225-6800.

THE SPECIAL MEETING

We are furnishing this document to Vascular Solutions shareholders as part of the solicitation of proxies by our board for use at the special meeting or any adjournment or postponement thereof. This document provides Vascular Solutions shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This document is being furnished to our shareholders as part of the solicitation of proxies by our board for use at the special meeting to be held at 6401 Sycamore Court North, Maple Grove, Minnesota, on Thursday, February 16, 2017 at 9:00 a.m. local time, or at any adjournment or postponement thereof, which we refer to as the “special meeting.”

To attend the meeting, you will need to present valid photo identification, such as a driver’s license or passport, and proof of ownership of our common stock. If your shares are held in the name of a broker, bank or other nominee, you will need to present a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date.

If you are not a holder of record as of the record date or a beneficial holder of common stock held in “street name,” you may be admitted to the meeting only if you have a valid legal proxy from a holder of record as of the record date. You must present that proxy, as well as a form of valid photo identification, at the entrance to the meeting.

Purposes of the Special Meeting

At the special meeting, Vascular Solutions shareholders will be asked to consider and vote on the following proposals:

Our shareholders must approve the merger and adopt the merger agreement for the merger to occur. If our shareholders fail to approve the merger and adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this document as Annex A , and the material provisions of the merger agreement are described in the section entitled “ The Merger Agreement .”

The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger and adopt the merger agreement. Accordingly, a shareholder may vote to approve the executive compensation and vote not to approve the merger and adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either Vascular Solutions or Teleflex. Accordingly, if the merger agreement is approved by Vascular Solutions shareholders and the merger is completed, the merger-related compensation may be paid to Vascular Solutions’ executive officers even if the shareholders fail to approve the proposal.

Vascular Solutions does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters in accordance with their best judgment.

Record Date and Quorum

The holders of record of our common stock as of the close of business on January 13, 2017, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. At the close of business on the record date, 17,568,375 shares of our common stock were outstanding.

The presence at the special meeting, in person or represented by proxy, of the holders of record of a majority of our common stock outstanding at the close of business on the record date will constitute a quorum. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting.

Required Vote

Each share of our common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For Vascular Solutions to complete the merger, Vascular Solutions shareholders holding a majority of the shares of our common stock outstanding at the close of business on the record date and entitled to vote on such proposal must vote “ FOR ” the proposal to approve the merger and adopt the merger agreement. A failure to vote your shares of our common stock or an abstention from voting will have the same effect as a vote “ AGAINST ” the proposal to approve the merger and adopt the merger agreement.

Approval of each of the advisory (non-binding) proposal on certain compensation that may be paid or become payable to Vascular Solutions’ named executive officers in connection with the merger and the adjournment proposal requires that more shares are voted “ FOR ” than “ AGAINST ” such proposal. An abstention with respect to either proposal and a failure to vote your shares of our common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), assuming a quorum is present, will not have the effect of either a vote “ FOR ” or a vote “ AGAINST ” these proposals.

Voting; Proxies; Revocation

Attendance

All holders of shares of our common stock as of the close of business on January 13, 2017, the record date, including shareholders of record and beneficial owners of our common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting. If you are a shareholder of record, please be prepared to provide valid photo identification, such as a driver’s license or passport, and proof of ownership of our common stock. If your shares are held in the name of a broker, bank or other nominee, you will need to present a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date. If you do not provide photo identification or comply with the other procedures outlined in this document, you will not be admitted to the special meeting. For security reasons, you and your bags may be subject to search prior to your admittance to the meeting.

If you are not a holder of record as of the record date or a beneficial holder of common stock held in “street name,” you may be admitted to the meeting only if you have a valid legal proxy from a holder of record as of the record date. You must present that proxy, as well as a form of valid photo identification, at the entrance to the meeting.

Voting in Person

Shareholders of record will be able to vote in person at the special meeting. We will give you a ballot when you arrive. If you are not a shareholder of record but instead hold your shares of our common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting. Attending the meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

To ensure that your shares of our common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

If you are a shareholder of record, you may provide voting instructions by proxy using one of the methods described below.

To vote over the internet , go to the web address proxypush.com/vasc and follow the instructions for voting. Have your proxy card available when you access the web page. If you vote over the internet, please do not mail your proxy card.

To vote by telephone , dial 1-866-883-3382 from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. If you vote by telephone, please do not mail your proxy card.

To vote by mail , mark your proxy card, date and sign it and return it in the postage-prepaid envelope. You should not return your stock certificate or send documents representing our common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of our common stock for the right to receive $56.00 in cash, without interest, referred to as the merger consideration.

If you vote by proxy over the internet or by telephone, your votes must be received by 11:59 p.m., Eastern Time, the day before the special meeting to be counted. If you vote by proxy by mail, your votes must be received prior to the special meeting to be counted.

Your proxy card will count as a “vote” if you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal. In this case, your proxy will be voted “ FOR ” such proposal.

A failure to vote or an abstention will have the same effect as voting “ AGAINST ” the proposal to approve the merger and adopt the merger agreement. An abstention and, assuming a quorum is present, a failure to vote will not have the effect of either a vote “ FOR ” or a vote “ AGAINST ” on the other two proposals.

Shares of Common Stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted on any of the proposals, which will have the same effect as voting “ AGAINST ” the proposal to approve the merger and adopt the merger agreement, but, assuming a quorum is present, will not have the effect of either a vote “ FOR ” or a vote “ AGAINST ” on the other two proposals.

In accordance with the rules of Nasdaq, brokers, banks and other nominees that hold shares of our common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to (i) the proposal to approve the merger and adopt the merger agreement, (ii) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Vascular Solutions in connection with the merger or (iii) the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of our common stock not being present at the meeting and not being voted on any of the proposals. Consequently, there cannot be any “broker non-votes” occurring in connection with any of the proposals at the special meeting. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at a meeting, but the bank, broker or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a shareholder of record, you may revoke your proxy by:

Please note that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. If you want to revoke your proxy by mailing a new proxy card to Vascular Solutions or by sending a written notice of revocation to Vascular Solutions, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Vascular Solutions before the special meeting.

Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Abstentions

An abstention occurs when a shareholder attends a meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of our common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as a vote “ AGAINST ” the proposal to approve the merger and adopt the merger agreement. The requisite number of shares to approve the other two proposals is based on the total number of shares voted “ FOR ” such proposal compared to the number of shares voted “ AGAINST ” such proposal. If you abstain from voting with respect to such proposals or do not vote on such proposals, such failure to vote will not have the effect of either a vote “ FOR ” or a vote “ AGAINST ” the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the named executive officers of Vascular Solutions in connection with the merger or the proposal regarding adjournment of the special meeting.

Board of Directors’ Recommendation

Our board, after considering various factors described in the section entitled “ The Merger (Proposal 1)—Reasons for our Board ’s Recommendation in Favor of the Merger ,” unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, advisable and in the best interests of Vascular Solutions and our shareholders, and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The Board unanimously recommends that you vote (1) ” FOR ” the proposal to approve the merger and adopt the merger agreement, (2) ” FOR ” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of Vascular Solutions in connection with the merger, and (3) ” FOR ” the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum.

Solicitation of Proxies

Our board is soliciting your proxy, and we will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. We have retained D.F. King & Co., Inc., referred to as “D.F. King,” a proxy solicitation firm, to assist our board in the solicitation of proxies for the special meeting, and we expect to pay D.F. King $25,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone or via the internet by D.F. King or, without additional compensation, by certain of our directors, officers and employees.

Other Business

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our by-laws, business transacted at the special meeting is limited to matters relating to the purposes stated in the notice of the special meeting, which is provided at the beginning of this proxy statement. The grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the special meeting.

Notice Regarding the Availability of Proxy Materials for the Special Meeting

The proxy statement is available at proxypush.com/vasc.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contract our proxy solicitor D.F. King & Co., Inc., toll free, at (877) 283-0317.

Background of the Merger

The following chronology summarizes certain key events and contacts that led to the signing of the merger agreement. It does not purport to catalogue every conversation among our board, members of our management, or our representatives and other parties.

In November 2014, Vascular Solutions and our chief executive officer, Howard Root, were indicted on felony criminal charges in the Western District of Texas over allegations that Vascular Solutions’ sales representatives promoted “off-label” the Vari-Lase Short Kit referred to as the “Short Kit litigation.” At regular meetings held during 2015, our board discussed contingency plans for the Company in the event the Company or Mr. Root were convicted at trial, including the potential retention of Guggenheim Securities, LLC, referred to as “Guggenheim Securities,” to advise the board with an exploration of strategic alternatives. In connection with this contingency planning, our board directed our management to begin to negotiate the terms of an engagement letter with Guggenheim Securities so that Guggenheim Securities could be engaged quickly in case an adverse result in the Short Kit litigation necessitated an expedited sale process. In February 2016, upon completion of the criminal trial in San Antonio, a unanimous not guilty verdict was returned by the jury on all charges, a decision which was final and not subject to appeal. The closing price of our common stock on February 25, 2016, the day prior to our announcement of the jury verdict, was $26.25 per share.

On April 25, 2016, after the close of trading on the Nasdaq, we issued a press release reporting the Company’s results of operations and financial condition for the fiscal quarter ended March 31, 2016. The closing price of our common stock on April 25, 2016 was $37.09. On April 26, 2016, the first trading day after our earnings announcement, the closing price of our common stock was $37.06 per share.

On June 10, 2016, Mr. Root met with the Vice President of Global Corporate Development & Strategy and the President & General Manager of Teleflex’s vascular division at the offices of Guggenheim Securities. The Vice President of Global Corporate Development & Strategy had requested that Guggenheim Securities arrange a meeting with Mr. Root in order to convey Teleflex’s general interest in Vascular Solutions and its products and indicated to Guggenheim Securities that Teleflex had been monitoring Vascular Solutions as a potential candidate for collaboration or acquisition. During this meeting, Mr. Root presented information based on the Company’s standard investor presentation to the representatives of Teleflex. No confidential information was disclosed by Mr. Root during this meeting, and no discussion of an acquisition or other corporate transaction occurred during this meeting.

During July 2016, Mr. Root discussed individually with each of our board members his long-terms plans and his commitment to serving as the Company’s chief executive officer. In these discussions, Mr. Root indicated that, while he did not have any immediate or definitive plans to resign as the Company’s chief executive officer, Mr. Root had reflected upon his experience in the Short Kit litigation and concluded that he was not prepared to continue to assume, as a long-term matter, the personal liability risks associated with serving as the chief executive officer of a medical device company.

At a board dinner held in the evening of July 21, 2016 and a board meeting held on July 22, 2016, our board discussed Mr. Root’s unwillingness to continue to serve long-term as the Company’s chief executive officer, the consequences of this development on the future of the Company and the full range of alternatives available to our board in responding to this development. In particular, among other matters, our board discussed the risks to the future performance of the Company without Mr. Root’s leadership of the Company and his direction on product development, the risks associated with a CEO succession, including the risk that a new CEO would be unsuccessful in implementing the Company's strategic plan and the previous efforts undertaken by Mr. Root to identify and develop a qualified successor. Our board also discussed the attractiveness of the current market valuation of the Company and the state of the mergers and acquisitions market, and discussed with our legal counsel, Dorsey & Whitney LLP, referred to as “Dorsey,” the directors’ fiduciary duties in connection with evaluating a potential sale transaction. Following the discussion of the range of alternatives, which discussion was conducted both among the full board and in an executive session of independent directors, and after balancing the benefits and risks associated with each of the potential alternatives, including the risks faced by smaller medical device companies in successfully scaling their businesses, our board directed our management to enter into an engagement letter with Guggenheim Securities to assist the board with its exploration of strategic alternatives. Our board selected Guggenheim Securities, based on, among other things, the firm’s extensive expertise and experience in our industry and its understanding of macro issues affecting our industry, Guggenheim Securities’ status as an internationally recognized investment banking, financial advisory and

securities firm whose senior professionals have substantial experience advising companies in, among other industries, the medical device industry, its long-term knowledge of the Company’s business and its prior work in evaluating the Company’s strategic alternatives. Starting from the form of engagement letter that had been commenced in early 2016, our management and Guggenheim Securities negotiated the engagement letter’s terms and, on July 28, 2016, the Company executed an engagement letter with Guggenheim Securities.

On July 25, 2016, after the close of trading on the Nasdaq, we issued a press release reporting the Company’s results of operations and financial condition for the fiscal quarter ended June 30, 2016. The closing price of our common stock on July 25, 2016 was $42.32. On July 26, 2016, the first trading day after our earnings announcement, the closing price of our common stock was $46.36 per share.

In late July 2016, at the direction of our board and management, Guggenheim Securities commenced contacting potential strategic acquirers on a confidential basis to determine such acquirers’ interest in receiving an update regarding the Company’s business, operations and recent performance. These initial contacts, which Guggenheim Securities and our management used to gauge interest in a potential transaction involving the Company, were made with a total of 13 parties, including Teleflex, in late-July and early-August 2016. The 13 parties contacted by Guggenheim Securities were identified by our management with the assistance of Guggenheim Securities as including the parties with the highest anticipated level of interest in a strategic transaction with the Company based on prior expressions of interest in the Company’s business or based on the perceived strategic fit of the Company’s business with that of the proposed party and the market valuation of the potential strategic acquirers relative to the Company. Based on an analysis of the Company’s current valuation and guidance from Guggenheim Securities as to the internal rate of return hurdles typically sought by a private equity sponsor in connection with an investment, our management concluded that it was unlikely that a financial sponsor would be able to make an offer for the Company at a competitive valuation.

In August 2016, seven of the 13 parties initially contacted by Guggenheim Securities, including Teleflex, expressed interest in receiving a confidential update regarding the Company’s business, operations and recent performance. Those seven parties were supplied with a customary non-disclosure agreement to govern the exchange of confidential information regarding the Company. Five potential acquirers, including Teleflex, executed a non-disclosure agreement with the Company. The non-disclosure agreements executed with three of the five potential acquirers, including Teleflex, contained a standstill clause; in each case, the standstill clause terminated upon public announcement of certain transactions, including the merger. The other two parties which had initially expressed interest in receiving a confidential update dropped out ahead of executing a non-disclosure agreement and receiving an update from the Company.

On August 24, 2016, members of Teleflex management met with members of our senior management team, at our headquarters in Minneapolis, Minnesota. Our management presented Teleflex management with an overview of our business and operations, including a tour of the facilities.

On September 8, 2016, at the direction of our board, Guggenheim Securities communicated to each of the five potential acquirers, including Teleflex, that our board had authorized a process to solicit non-binding indications of interest for an acquisition of Vascular Solutions.

On September 13, 2016, at the direction of our board, Guggenheim Securities supplied each of the five potential acquirers, including Teleflex, with a confidential information packet prepared by our management, including a company overview and the non-public unaudited prospective financial information described under the heading “ —Certain Vascular Solutions Unaudited Prospective Financial Information .”

Between September 13 and October 17, 2016, at the direction of our management, Guggenheim Securities sent certain additional due diligence information to each of the five potential acquirers, including Teleflex, and the Company responded to additional requests for information made by the potential acquirers, including Teleflex.

Between September 16 and October 6, 2016, representatives of Guggenheim Securities, Mr. Root and, in some cases, other members of our management team participated in executive presentations with representatives of each of the five potential acquirers, including Teleflex. The presentation with Teleflex was conducted on September 16, 2016 at Guggenheim Securities’ offices in New York City with Mr. Root.

On September 16, 2016, at the direction of our board, Guggenheim Securities sent initial bid instruction letters to representatives of the five potential acquirers, including Teleflex. The bid instruction letters established October 17, 2016 as the deadline for non-binding indications of interest.

Between September 29 and October 17, 2016, each of the four potential acquirers, other than Teleflex, communicated to representatives of Guggenheim Securities that it would decline to submit a non-binding indication of interest for an acquisition of Vascular Solutions, with the last remaining potential acquirer, other than Teleflex, notifying Guggenheim Securities on October 17 that it would decline to submit a non-binding indication of interest. Among the reasons cited by certain of the parties was that the market valuation of the Company, based on recent trading prices of the Company’s common stock, would not permit them to make an offer for the Company at a competitive valuation.

On October 17, 2016, Teleflex submitted a non-binding indication of interest for the acquisition of Vascular Solutions at a price of $55.25, in cash. The closing price of our common stock on October 17, 2016 was $45.89 per share.

At a board dinner held in the evening of October 20, 2016, Guggenheim Securities reviewed with our board certain work performed by Guggenheim Securities on behalf of Teleflex during the past two years, none of which resulted in the receipt by Guggenheim Securities of any investment banking or financial advisory fees. This work included a preliminary analysis of the Company’s weighted average cost of capital prepared by Guggenheim Securities in July 2016. See the section entitled “ Opinion of Vascular Solutions’ Financial Advisor —Other Considerations .” Our board discussed the past work performed by Guggenheim Securities and the potential conflicts of interest created by such work and concluded that the matters disclosed by Guggenheim Securities to the board did not create a conflict of interest that would disqualify Guggenheim Securities from serving as the Company’s financial advisor in a transaction with Teleflex. Guggenheim Securities then described the process undertaken to date to solicit non-binding indications of interest and presented the non-binding indication of interest submitted by Teleflex to our board. Guggenheim Securities also reviewed the proposed sources of financing, due diligence requirements and necessary approvals associated with the Teleflex proposal, noting, among other things, that the Teleflex proposal specifically highlighted the fact that any definitive agreement eventually reached by the parties would not condition Teleflex’s obligation to close the transaction on the receipt of financing. Guggenheim Securities also reviewed with the board in detail its financial analysis of the proposed merger consideration of $55.25, in cash, represented by the Teleflex proposal. Dorsey again reviewed with our board the directors’ fiduciary duties in connection with evaluating a potential sale transaction. At our board meeting held on October 21, 2016, among other matters, our board further discussed the non-binding indication of interest, as well as strategic alternatives to the sale process. Following the discussion among our board and its advisors, our board determined to continue the process for exploring a sale of Vascular Solutions based on, among other matters, the value represented by the cash consideration to be paid to our shareholders under the Teleflex proposal and authorized and instructed Guggenheim Securities to communicate to Teleflex that, based on its non-binding proposal, the Company would continue to engage in discussions with Teleflex in an effort to arrive at an acceptable transaction.

On October 24, 2016, Vascular Solutions granted Teleflex and its representatives access to a virtual dataroom established for the provision of due diligence information to Teleflex and its representatives.

Also on October 24, 2016, after the close of trading on the Nasdaq, we issued a press release reporting the Company’s results of operations and financial condition for the fiscal quarter ended September 30, 2016. The closing price of our common stock on October 24, 2016 was $48.63. On October 25, 2016, the first trading day after our earnings announcement, the closing price of our common stock was $48.17 per share.

Between the time it first granted access to the virtual dataroom to Teleflex and the execution of the merger agreement on December 1, 2016, Vascular Solutions responded to numerous requests from Teleflex and its representatives in connection with the business, legal, accounting and financial due diligence investigation of Vascular Solutions undertaken by such parties.

On October 25, 2016, a representative of Teleflex’s financial advisor, J.P. Morgan, contacted Guggenheim Securities to discuss the possibility of accelerating the process to acquire Vascular Solutions in order to accommodate structuring and financing options then under consideration by Teleflex. At management’s direction, Guggenheim Securities responded that if Teleflex were to submit a definitive proposal with updated views as to valuation and the timing of a potential transaction in advance of the deadline set for submission of definitive

proposals for the acquisition of Vascular Solutions, our board was prepared to consider such proposal. Guggenheim Securities further informed Teleflex that, absent the submission of a proposal on an accelerated basis, our board would consider definitive proposals on a timeline to be described in a bid process letter to be supplied to Teleflex.

Also on October 25, 2016, members of Teleflex’s management team attended a site visit of our facilities in Minneapolis, Minnesota, conducted by our executive management team. Additional site visits to our Minneapolis, Minnesota facilities, each focusing on different areas of operational or regulatory diligence, were attended by Teleflex personnel on November 2, November 4, November 8 and November 17, and on November 11, members of Teleflex’s management team attended a site visit of our facilities in Galway, Ireland.

On November, 1, 2016, at the direction of our management, Guggenheim Securities provided a bid instruction letter and a draft of the merger agreement to J.P. Morgan. The bid instruction letter established December 7, 2016 as the deadline for submitting a definitive proposal to acquire Vascular Solutions.

On November 7, 2016, members of Teleflex management and representatives of J.P. Morgan attended a management presentation held at the Company’s headquarters in Minneapolis, Minnesota, conducted by the Company’s executive management team. The closing price of our common stock on November 7, 2016 was $45.95 per share.

On November 8, 2016, representatives of Dorsey had a telephone conference with representatives of Teleflex’s legal counsel, Simpson Thacher & Bartlett LLP, referred to as “Simpson,” to discuss the transaction structure and certain elements of Minnesota law. Members of Vascular Solutions management and Teleflex management, as well as representatives of Guggenheim Securities and J.P. Morgan, also participated in the discussion.

On November 15, 2016, a representative of J.P. Morgan contacted Guggenheim Securities to inform Guggenheim Securities that Teleflex had determined that the potential structuring and financing options that would have necessitated Teleflex’s early submission of a definitive proposal were not viable and that Teleflex anticipated submitting its definitive proposal in the timeline outlined in the bid process letter.

On November 16, 2016, at an industry conference, in a conversation with Mr. Root, a sell-side analyst not affiliated with a firm that, to our knowledge, had been engaged by the Company, Teleflex or any of the other parties which had executed non-disclosure agreements with the Company in connection with the sale process, indicated an awareness of the confidential process being undertaken by Vascular Solutions to evaluate strategic opportunities and of the representatives Vascular Solutions had engaged as part of that process but did not mention any potential acquirers involved in such process. The closing price of our common stock on November 15, 2016, the day prior to the day of the conversation between Mr. Root and the analyst, was $49.90 per share.

On November 17, 2016, at the direction of our management, representatives of Guggenheim Securities and J.P. Morgan discussed, and a representative of Guggenheim Securities discussed with Teleflex’s chief executive officer and other members of Teleflex’s senior management team, the comments made to Mr. Root by the analyst the prior day, recent activity in the trading of Vascular Solutions’ stock, recent appreciation in the price of Vascular Solutions stock and the implications of this activity on our board’s evaluation of strategic alternatives. At management’s instruction, the Guggenheim Securities representative requested that Teleflex consider accelerating its evaluation of the Company in order to be in a position to submit a definitive proposal to acquire Vascular Solutions in advance of the December 7 deadline that had been set in the bid instructions.

On November 18, 2016, Teleflex’s chief executive officer provided an update to a representative of Guggenheim Securities regarding the status of its due diligence and financing related activities, stating that Teleflex would be in a position to sign a definitive agreement to acquire Vascular Solutions by late November or early December.

On November 20, 2016, at the direction of our management, Guggenheim Securities sent J.P. Morgan a draft of the confidential disclosure schedules to the merger agreement.

On November 21, 2016, J.P. Morgan called Guggenheim Securities to provide an update on a meeting that Teleflex’s board of directors held earlier that day. J.P. Morgan confirmed that, in the board meeting, the Teleflex

board had confirmed the valuation of Teleflex’s proposal to acquire the Company at a price of $55.25 per share and its ability to execute a definitive agreement to acquire Vascular Solutions by December 5, 2016. The closing price of our common stock on November 21, 2016 was $53.85 per share.

In the evening of November 21, 2016, our board met to discuss the status of negotiations with Teleflex. Dorsey again reviewed with our board the directors’ fiduciary duties in connection with evaluating a potential sale transaction. Guggenheim Securities provided a process overview, with a focus on developments since the last board meeting, reported on the status of various Teleflex workstreams related to the transaction and informing the definitive proposal to be delivered by Teleflex and the most recent guidance provided by Teleflex regarding the valuation of its proposal. Guggenheim Securities also reported on recent activity in the trading of Vascular Solutions’ stock and the recent appreciation in the price of Vascular Solutions’ stock. Guggenheim Securities reviewed with our board in detail its financial analysis of the proposed merger consideration of $55.25, in cash, represented by the Teleflex proposal. After a discussion of alternative responses to Teleflex, our board instructed Guggenheim Securities to convey to Teleflex and its representatives our board’s willingness to continue to work toward a transaction with Teleflex but to communicate that additional consideration above the current valuation of $55.25 per share was necessary for Vascular Solutions to enter into a definitive merger agreement with Teleflex.

On November 22, 2016, Guggenheim Securities contacted J.P. Morgan to update J.P. Morgan on the previous night’s meeting of our board and to communicate our board’s views regarding the valuation component of the Teleflex proposal to acquire Vascular Solutions.

On November 25, 2016, members of our executive management team provided members of Teleflex management with an update on the Company’s operational and financial performance during the fourth quarter to date.

On November 28, 2016, J.P. Morgan provided Teleflex’s mark-up of the draft merger agreement and a draft debt financing commitment letter to Guggenheim Securities. Teleflex’s mark-up of the merger agreement, among other things, reflected the debt commitment letters to be entered into with J.P. Morgan in order to finance the transaction, increased the matching period before which our board could make a change in its recommendation to our shareholders from two business days to five business days, increased the fiduciary termination fee from 2.5% of equity value to 3.5% of equity value and provided for an obligation for Vascular Solutions to reimburse Teleflex for transaction expenses up to $7 million in the event that the merger was not approved by our shareholders.

On November 29, 2016, Teleflex submitted a definitive proposal for the acquisition of Vascular Solutions at a price of $55.75, in cash. The Teleflex proposal highlighted the fact that the closing of a transaction to acquire Vascular Solutions would not be subject to any financing contingency and indicated that Teleflex had completed its due diligence investigation of Vascular Solutions and expected to be able to finalize the merger agreement and execute a definitive merger agreement by December 1, 2016. The closing price of our common stock on November 29, 2016 was $53.75 per share.

Also on November 29, 2016, a representative of Guggenheim Securities attended a meeting with members of the Teleflex senior management team, including Teleflex’s chief executive officer, who were in New York City for an industry conference. During the meeting, at the direction of our management and based on discussions with our board, the representative of Guggenheim Securities communicated that Teleflex would likely have to increase its proposed price of $55.75 in order for our board to authorize entry into a definitive agreement with Teleflex.

In the evening of November 29, 2016, our board met via telephone conference to discuss the definitive proposal received from Teleflex. Guggenheim Securities updated our board on developments since the last board meeting and described the definitive proposal submitted by Teleflex. Dorsey reviewed with our board the material issues raised by Teleflex’s mark-up of the merger agreement, including Teleflex’s proposed changes to the matching period and fiduciary termination fee and the Teleflex expense reimbursement proposal. Dorsey and management reviewed proposed responses to Teleflex on these points with our board. After a discussion of alternative responses to Teleflex, our board instructed Dorsey to continue to advance the transaction documentation in order to facilitate the execution of a definitive agreement on December 1 and instructed

Guggenheim Securities to request that Teleflex submit a best and final price for the acquisition of Vascular Solutions for our board’s consideration. Our board instructed Guggenheim Securities to communicate that additional consideration above the current valuation of $55.75 per share was necessary for Vascular Solutions to enter into a definitive merger agreement with Teleflex.

Also, in the evening of November 29, 2016, Dorsey provided a revised draft of the merger agreement to Simpson reflecting the instructions received from our board at the board meeting held earlier that evening. The Dorsey draft, among other things, proposed a four-business day initial matching period, followed by subsequent matching periods of two business days in the event of material changes to any such competing proposal, proposed a fiduciary termination fee of 3.0% of equity value and eliminated the obligation for Vascular Solutions to reimburse Teleflex for transaction expenses up to $7 million in the event that the merger was not approved by our shareholders.

On November 30, 2016, as instructed by the board, representatives of Guggenheim Securities contacted representative of J.P. Morgan to request that Teleflex submit a best and final price for the acquisition of Vascular Solutions and communicated our board’s guidance regarding valuation.

On November 30, 2016, Simpson provided a revised draft of the merger agreement to Dorsey. The Simpson draft, among other things, increased the fiduciary termination fee to 3.25% of equity value and reinstated the obligation for Vascular Solutions to reimburse Teleflex for transaction expenses up to $7 million in the event that the merger was not approved by our shareholders. Following Dorsey’s receipt of the Simpson mark-up, representatives of Dorsey and Simpson held a call to negotiate, but did not resolve, the remaining open points in the merger agreement. Also on November 30, Dorsey sent a revised draft of the confidential disclosure schedules to the merger agreement to Simpson.

On December 1, 2016, representatives of Dorsey, acting on instructions provided by our management, and Simpson negotiated the remaining open points in the merger agreement. The negotiations resulted in, among other things, Teleflex dropping its request to be reimbursed for transaction expenses up to $7 million in the event that the merger was not approved by our shareholders in exchange for a fiduciary termination fee of 3.5% of equity value as proposed in Teleflex’s initial mark-up.

After the close of Nasdaq trading on December 1, 2016, Teleflex submitted a proposal characterized as best and final for the acquisition of Vascular Solutions at a price of $56.00, in cash. The closing price of our common stock on December 1, 2016 was $55.10 per share.

In the afternoon of December 1, 2016, our board met by telephone conference to consider approval of the merger agreement and the transactions contemplated thereby. Prior to the meeting, the members of our board were provided with materials relating to the proposed acquisition, including, among other things, the current draft of the merger agreement, a summary of the material terms of the merger agreement prepared by Dorsey and a financial analysis prepared by Guggenheim Securities. At the meeting, representatives of Dorsey presented a summary of the material terms of the proposed merger agreement and described the resolution of the material open points in the merger agreement that had been negotiated since the previous board meeting. Guggenheim Securities reviewed with our board its financial analysis of the consideration to be received in connection with the merger and rendered an oral opinion, confirmed by delivery of a written opinion dated December 1, 2016, to our board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the consideration to be received in connection with the merger was fair, from a financial point of view, to the holders of our common stock (excluding (i) any wholly owned subsidiary of the Company or (ii) Teleflex, Merger Sub and their respective affiliates). Following consideration and discussion of the terms of the proposed merger agreement and the transactions contemplated thereby, our board formed a special committee composed solely of disinterested directors who were not, and who had not been, our officers or employees of the Company during the prior five years, in order for the committee to consider the merger agreement, and the transactions contemplated by the merger agreement, solely for purposes of certain Minnesota anti-takeover statutes. The special committee then approved the merger agreement, and the transactions contemplated by the merger agreement, for purposes of certain Minnesota anti-takeover statutes and recommended that our full board approve the merger agreement and the transactions contemplated thereby. Our board then unanimously (i) declared and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Vascular Solutions and its shareholders; (ii) approved and

declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) recommended to our shareholders that they approve the merger and adopt the merger agreement; and (iv) directed that the approval of merger and adoption of the merger agreement be submitted to a vote at a meeting of our shareholders.

The parties executed the merger agreement during the evening of December 1, 2016, and each of Teleflex and the Company issued a press release prior to the opening of Nasdaq trading on December 2, 2016, announcing the parties’ entry into the merger agreement.

Reasons for our Board’s Recommendation in Favor of the Merger

On December 1, 2016, our board unanimously (i) declared and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Vascular Solutions and its shareholders; (ii) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) recommended to our shareholders that they approve the merger and adopt the merger agreement; and (iv) directed that the approval of merger and adoption of the merger agreement be submitted to a vote at a meeting of our shareholders.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, our board consulted with our executive management, outside legal counsel and an outside financial advisor. In recommending that our shareholders vote their shares of common stock in favor of the proposal to approve the merger and adopt the merger agreement, our board also considered a number of factors potentially weighing in favor of the merger, including the following factors (which are not necessarily presented in order of relative importance):

more favorable to our shareholders than the potential value of remaining an independent public company. In addition, our board considered the historic volatility in the trading price of our shares as demonstrated by the broad range of 52-week high and low trading prices of our shares. Specifically, our board considered:

In its deliberations concerning the merger and the other transactions contemplated by the merger agreement, our board also considered and balanced against the factors potentially weighing in favor of the merger a number of uncertainties, risks, restrictions and other factors potentially weighing against the merger, including the following (which are not necessarily presented in order of relative importance):

for such termination and whether such termination resulted from factors adversely affecting us; (ii) the possibility that, as a result of the termination of the merger agreement, possible acquirers may consider us to be an unattractive acquisition candidate; and (iii) the possible sale of our common stock by short-term investors following an announcement that the merger agreement was terminated.

After taking into account all of the factors set forth above, as well as others, our board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to our shareholders.

The foregoing discussion of factors considered by our board is not intended to be exhaustive, but summarizes the material factors considered by our board. In light of the variety of factors considered in connection with its evaluation of the merger, our board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of our board applied his or her own personal business judgment to the process and may have given different weight to different factors. Our board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. Our board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, our executive management, financial advisor and legal counsel. It should be noted that this explanation of the reasoning of our board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “ Cautionary Statement Concerning Forward-Looking Statements .”

accountant has examined, reviewed, compiled or otherwise applied procedures to the projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The projections included in this proxy statement have been prepared by, and are the responsibility of, our management.

A summary of the material non-public unaudited prospective financial information that was included in the September projections is set forth below.

A summary of the material non-public unaudited prospective financial information that was included in the updated projections is set forth below.

From the updated projections, Guggenheim Securities created a probability-adjusted case for use in the discounted cash flow analysis used by Guggenheim Securities in the preparation of its opinion. See “ —Opinion of Vascular Solutions’ Financial Advisor .” The probability-adjusted case assumed a 75% probability of success, per direction provided by Vascular Solutions management, applied to our RePlas freeze dried plasma product and

our large bore closure product, with research and development costs weighted at 100%. A summary of the material non-public unaudited prospective financial information that was included in the updated projections, as adjusted to reflect the probability adjustment, is set forth below.

Although a summary of the projections is presented with numerical specificity, the projections reflect numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the projections were prepared, taking into account the relevant information available to management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the projections not to be achieved include general economic conditions, accuracy of certain accounting assumptions, changes in actual or projected cash flows, the timing of new product launches, competitive pressures and changes in tax laws. In addition, the projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. Further, the projections do not take into account the potential consequences should the merger fail to be consummated, and should not be viewed as accurate or continuing in that context. As a result, there can be no assurance that the projections will be realized, and actual results may be materially better or worse than those contained in the projections. The inclusion of this information should not be regarded as an indication that the our board, our management, our financial advisor or any other recipient of this information considered, or now considers, the projections to be material information of Vascular Solutions or predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the projections is not included in this proxy statement in order to induce any shareholder to vote in favor of the proposal to adopt the merger agreement or any of the other proposals to be voted on at the special meeting or to influence any shareholder to make any investment decision with respect to the merger, including whether or not to seek dissenters’ rights with respect to shares of our common stock, but solely because the September projections were made available by Vascular Solutions to Teleflex and our board and the updated projections were used by Guggenheim Securities in connection with the rendering of its fairness opinion to the board and performing its related financial analyses, as described in the section entitled “ Opinion of Vascular Solutions’ Financial Advisor ” and were provided to our board. Vascular Solutions has made no representation to Teleflex or Merger Sub, in the merger agreement or otherwise, concerning the projections.

The projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Vascular Solutions contained in our public filings with the SEC. The projections

were reviewed by our management with, and considered by, our board in connection with their evaluation and approval of the merger. The projections are forward-looking statements. For information on factors that may cause our future results to materially vary, see “ Cautionary Statement Concerning Forward-Looking Statements .”

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the projections to reflect circumstances existing after the date when Vascular Solutions prepared the projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the projections are shown to be in error. In light of the foregoing factors and the uncertainties inherent in the projections, shareholders are cautioned not to rely on the projections included in this proxy statement.

Certain of the measures included in the projections may be considered non-GAAP financial measures, as noted below. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Vascular Solutions may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are included because, in the case of the September projections, they were supplied to Teleflex and to our board and, in the case of the updated projections, they were used by Guggenheim Securities in the preparation of its opinion, as described under “ —Opinion of Vascular Solutions’ Financial Advisor ” and were supplied to our board.

Opinion of Vascular Solutions’ Financial Advisor

Overview

Our board has retained Guggenheim Securities as its financial advisor in connection with the potential sale of Vascular Solutions. In selecting Guggenheim Securities as its financial advisor, our board considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the medical device industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the December 1, 2016 meeting of our board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to our board to the effect that, as of December 1, 2016 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the consideration to be received in connection with the merger was fair, from a financial point of view, to the holders of our common stock (excluding (i) any wholly owned subsidiary of Vascular Solutions or (ii) Teleflex, Merger Sub and their respective affiliates).

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith):

In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

With respect to the information used in arriving at its opinion, Guggenheim Securities notes that:

did not independently verify, any such information (including, without limitation, the updated projections, any other estimates and any other forward-looking information), (ii) expressed no view, opinion, representation, guaranty or warranty (in each case, express or implied) regarding the reasonableness or achievability of the updated projections, any other estimates and any other forward-looking information or the assumptions upon which they are based and (iii) relied upon the assurances of our senior management that they were unaware of any facts or circumstances that would make such information (including, without limitation, the updated projections, any other estimates and any other forward-looking information) incomplete, inaccurate or misleading.

Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to our board in connection with Guggenheim Securities’ rendering of its opinion. Such presentation to our board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected publicly traded companies and selected precedent merger and acquisition transactions to which Vascular Solutions and the merger were compared.

Certain Definitions

Throughout this “Summary of Financial Analyses,” the following financial terms are used in connection with Guggenheim Securities’ various financial analyses:

Vascular Solutions Financial Analyses

Recap of Financial Analyses. In evaluating Vascular Solutions in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded companies analysis, selected precedent merger and acquisition transactions analysis and discounted cash flow analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed the historical trading price range for our common stock and Wall Street equity research analysts’ price targets for our common stock. The implied per share equity values for Vascular Solutions reflected below were rounded to the nearest $0.25.

Selected Publicly Traded Companies Analysis. Guggenheim Securities reviewed and analyzed Vascular Solutions’ historical stock price performance, trading metrics and projected/forecasted financial performance compared to corresponding data for certain publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis (i.e., medical device companies with market capitalizations of $500 million to $2 billion, 2016 to 2018 estimated revenue growth of ~10% to ~22% and gross margins greater than 60%). The following seven publicly traded companies were selected by Guggenheim Securities for purposes of this analysis:

Guggenheim Securities calculated, among other things, various public market trading multiples for Vascular Solutions and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:

In performing its selected publicly traded companies analysis:

Selected Precedent Merger and Acquisition Transactions Analysis. Guggenheim Securities reviewed and analyzed certain financial metrics associated with two categories of selected precedent merger and acquisition transactions that Guggenheim Securities deemed relevant for purposes of this analysis:

The following eight primary precedent merger and acquisition transactions and five other precedent merger and acquisition transactions were selected by Guggenheim Securities for purposes of this analysis:

Guggenheim Securities calculated, among other things and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus estimates, each company’s most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:

In performing its selected precedent merger and acquisition transactions analysis with respect to the primary precedent merger and acquisition transactions:

revenue multiple reference range of 4.51x – 4.99x, which was based on the transaction enterprise value/NTM revenue multiples attendant to the two most recent precedent merger and acquisition transactions (each of which involved target companies with forward revenue growth rates similar to that of Vascular Solutions) and which implied a reference range of approximately $50.50 – $55.75 per share of our common stock. Guggenheim Securities noted that the merger consideration of $56.00 per share was above the foregoing change-of-control transaction reference range based on this subset of the primary precedent merger and acquisition transactions.

With respect to its analysis of the other precedent merger and acquisition transactions for informational reference purposes, Guggenheim Securities noted that the transaction enterprise value/NTM EBITDA multiples for the Teleflex/Vascular Solutions merger were well above the transaction enterprise value/NTM EBITDA multiples attendant to such other precedent merger and acquisition transactions.

Discounted Cash Flow Analyses. Guggenheim Securities performed illustrative stand-alone discounted cash flow analyses of Vascular Solutions based on projected after-tax unlevered free cash flows (after deduction of stock-based compensation) for Vascular Solutions and an estimate of its terminal/continuing value at the end of the projection horizon. In performing its illustrative discounted cash flow analyses:

Other Financial Reviews and Analyses for Informational Reference Purposes

In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Vascular Solutions’ Stock Price Trading History. Guggenheim Securities reviewed Vascular Solutions’ stock price trading history over various timeframes:

Vascular Solutions Wall Street Equity Research Analyst Price Targets. Guggenheim Securities reviewed selected Wall Street equity research analyst price targets for Vascular Solutions:

Other Considerations

Except as described in the summary above, Vascular Solutions did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the merger were determined through negotiations between Vascular Solutions and Teleflex and were approved by our board. The decision to enter into the merger agreement was solely that of our board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by our board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of our board with respect to the fairness, from a financial point of view, to holders of Vascular Solutions common stock of the consideration to be received pursuant to the merger.

Pursuant to the terms of Guggenheim Securities’ engagement letter, Vascular Solutions has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the aggregate consideration involved in the merger) upon consummation of the merger, which cash transaction fee currently is estimated to be approximately $15,460,000. In connection with Guggenheim Securities engagement, a cash milestone fee of $1,000,000 became payable upon delivery of Guggenheim Securities’ opinion, which will be credited against the foregoing cash transaction fee. In addition, Vascular Solutions has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

Other than Guggenheim Securities’ current engagement with Vascular Solutions, Guggenheim Securities has not during the past two years been formally engaged to provide any investment banking or financial advisory services to, or received any investment banking or financial advisory fees from, either Vascular Solutions or Teleflex. As previously disclosed to our board, however, during the past two years Guggenheim Securities has maintained relationships with both Vascular Solutions and Teleflex, has performed certain work on behalf of Teleflex (including a preliminary analysis of the Company’s weighted average cost of capital prepared by Guggenheim Securities in July 2016) and may seek to provide Vascular Solutions, Teleflex and their respective

affiliates with certain financial advisory and investment banking services unrelated to the merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of its and their customers, including: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities or its affiliates and related entities may (i) provide such financial services to Vascular Solutions, Teleflex, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies, for which services Guggenheim Securities or any of its affiliates and related entities has received, and may receive, compensation and (ii) directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to certain bank debt, debt or equity securities and derivative products of or relating to Vascular Solutions, Teleflex, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies. Furthermore, Guggenheim Securities or its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Vascular Solutions, Teleflex, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Vascular Solutions, Teleflex, other participants in the merger or their respective affiliates, subsidiaries, investment funds and portfolio companies and the merger that differ from the views of Guggenheim Securities’ investment banking personnel.

Financing of the Merger

We anticipate that the total amount of funds necessary to consummate the merger and the related transactions will be funded by Teleflex, all or a portion of which may be funded through the debt financing transactions described in the next paragraph, including the funds needed to (i) pay our shareholders the amounts due to them under the merger agreement; (ii) make payments in respect of Vascular Solutions’ outstanding restricted stock and stock options pursuant to the merger agreement; and (iii) pay all fees and expenses payable by Teleflex and Merger Sub under the merger agreement and in connection with the debt facility described below. The merger is not conditioned upon receipt of financing by Teleflex. Teleflex will fund the transaction through the proceeds from one or more debt financing transactions.

While Teleflex’s obligations under the merger agreement are not subject to any financing condition, Teleflex has entered into a debt commitment letter, referred to as the “commitment letter,” with JPMorgan Chase Bank, N.A., referred to as “JPMorgan,” dated December 1, 2016, which was amended and restated on December 20, 2016 to add Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith and PNC Bank, National Association, referred to collectively, together with JPMorgan, as the “commitment parties,” as additional commitment parties and lead arrangers. Pursuant to the commitment letter, the commitment parties have committed (i) to provide a $750 million senior unsecured bridge facility and (ii) to backstop an amendment to Teleflex’s existing credit agreement, dated July 16, 2013, with the lenders party thereto and JPMorgan as administrative agent, referred to as the “existing credit agreement,” in order to permit the bridge facility and to make certain other changes to the existing credit agreement, collectively referred to as the “debt financing.” The agents, arrangers, lenders and other entities that have committed to provide or arrange all or any part of the debt financing or any other financing to be obtained by Teleflex (or any of its affiliates) in connection with the transactions contemplated by the merger agreement, including the parties to any joinder agreements, incremental agreements, credit agreements or loan agreements entered into in connection therewith, and their respective successors and assigns are collectively referred to as the “financing sources.” The actual documentation governing the debt financing has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the commitment letter. In connection with the debt financing, we have agreed to provide certain required information prior to commencement of the marketing period, as described in the section entitled “ The Merger Agreement—When the Merger Becomes Effective; Marketing Period .”

Interests of Vascular Solutions’ Directors and Executive Officers in the Merger

When considering the recommendation of our board that you vote for the proposal to approve and adopt the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a shareholder. Our board was aware of these interests in approving the merger agreement and the merger and in recommending that the merger agreement be approved and adopted by our shareholders.

For purposes of this proxy statement, our named executive officers consist of (i) Howard Root, (ii) James Hennen, (iii) Chad Kugler, (iv) Carrie Powers, (v) William Rutstein, and (vi) Charmaine Sutton. The compensation that may become payable to our named executive officers in connection with the merger is subject to approval, on an advisory (non-binding) basis, by our shareholders, as described below in the section entitled “ Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 2) .”

Treatment of Equity Awards

Under the merger agreement, the equity-based awards held by our directors and executive officers under our stock plans will be treated as described in the section entitled “ The Merger Agreement—Treatment of Vascular Solutions’ Equity Awards and the Employee Stock Purchase Plan . ”

The following table sets forth the number of shares of restricted stock and the number of shares underlying stock options, whether vested or unvested, held by our non-employee directors and executive officers as of January 17, 2017 and the amount of merger consideration that will be payable in connection therewith upon settlement of the outstanding equity awards as of the effective time of the merger.

Employment Agreements, Separation Agreements, Termination and Change in Control Payments

We have entered into employment agreements with each of the named executive officers. The employment agreements provide for employment “at will,” which may be terminated by either party for any reason upon ten business days’ prior written notice. The base salary and bonus for each of the named executive officers are determined by the compensation committee of our board. During the term of his or her employment agreement and for a period of one year after termination, each named executive officer is prohibited from competing with us individually or in any entity whose business is directly competitive with our business.

The employment agreements provide for certain payments and benefits to the named executive officers if a named executive officer’s employment is terminated (i) within 12 months following a “change in control” by us without “cause” or by the named executive officer for “good reason” or (ii) by us without “cause” prior to a

“change in control” at the request or insistence of any person (other than the Company) in connection with a “change in control,” which we refer to as the change in control severance payments. “Cause” is generally defined in the employment agreements as willful and continued failure by the named executive officer to substantially perform his or her duties, breach of the employment agreement or willful engagement in misconduct materially injurious to Vascular Solutions. “Good reason” is generally defined in the employment agreements as a change in the named executive officer’s responsibilities, a reduction in base salary, an amendment to the cash incentive compensation program that is adverse to the interest of the named executive officer, the failure to provide substantially similar benefits or a relocation of more than 50 miles from the named executive officer’s principal office, in each case, as compared to prior to a “change in control,” or the failure by any successor company to assume the obligations under the employment agreement. “Change in control” is generally defined as an acquisition of 50% or more of the combined voting power of our outstanding securities by any person or group, shareholder approval of (x) a merger pursuant to which shares of our stock would be converted into cash, securities or other property, (y) a sale of assets or (z) dissolution of Vascular Solutions or the replacement of a majority of our board with directors not recommended by the existing board. The employment agreements provide that the change in control severance payments are payable, at our discretion, in a lump sum payment or in periodic payments in accordance with our normal payroll practices in effect from time-to-time following termination in amounts equal to 24 times monthly base salary in the case of Howard Root and 12 times monthly base salary for the other named executive officers. Mr. Root’s employment agreement, which was entered into in January 2012, also provides for payments to be made to Mr. Root equal to 12 times his monthly base salary in the event that we terminate Mr. Root’s employment without cause at any time, except within 12 months following a change in control.

Our named executive officers hold options to purchase shares of our common stock, which we refer to as stock options, and shares of restricted stock, which we refer to as restricted stock, each of which were granted pursuant to the Vascular Solutions, Inc. Stock Option and Stock Award Plan. Pursuant to the Incentive Stock Option Agreement used for grants of stock options and the Restricted Stock Award Agreement used for grants of restricted stock, all outstanding unvested stock options vest and become exercisable and restricted stock vests upon a “change in control,” which has a definition similar to the definition in the employment agreements above, with an additional criteria that the majority of the existing members of the our board may make the determination, in their discretion, that a change of control has occurred.

Quantification of Payments and Benefits to Vascular Solutions’ Named Executive Officers

The table below shows the estimated compensation that each named executive officer would receive assuming that the merger was consummated and each such named executive officer’s employment was terminated by Vascular Solutions without cause or by the named executive officer for good reason on January 17, 2017.

The amounts reflected in the table and the footnotes are determined using a per-share price for our common stock of $56.00, as specified in the merger agreement. The compensation summarized in the table and footnotes below in respect of the named executive officers is subject to approval, on an advisory (non-binding) basis, by our shareholders, as described below in the section entitled “ Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 2) .”

The calculations in the tables below do not include amounts the named executive officers were already entitled to receive or that were vested as of January 17, 2017, or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of a named executive officer and that are available generally to all of our salaried employees. The estimated amounts below are based on multiple assumptions that may not actually occur, including assumptions described in this proxy statement. In addition, certain amounts will vary depending on the actual date of closing of the merger, which is presently expected to occur in the first half of 2017. As a result, the actual amounts, if any, to be received by an applicable individual may differ in material respects from the amounts set forth below.

For purposes of this discussion, “single-trigger” refers to amounts triggered by a change in control for which payment is not conditioned upon the named executive officer’s termination without cause or resignation for good reason and “double-trigger” refers to amounts triggered by a change in control for which payment is conditioned upon such a termination or resignation of the named executive officer.

The following table lists the portion of the value set forth in the “Equity” column in the table above attributable to each type of accelerated equity held by the named executive officers:

Insurance and Indemnification of Directors and Executive Officers

For not less than six years from and after the effective time, the surviving company is required to (and Teleflex is required to cause the surviving company to) indemnify and hold harmless all past and present directors and officers of Vascular Solutions and our subsidiaries (each referred to as an “indemnified party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim suit, proceeding or investigation to each indemnified party subject to such indemnified party agreeing to return any such funds which a court has determined in a final, non-appealable judgment such indemnified party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time (including acts or omissions occurring in connection with the approval of the merger agreement, the consummation of the merger or any of the other transactions contemplated by the merger agreement), whether asserted or claimed prior to, at or after the effective time, in connection with such persons serving as an officer or director of Vascular Solutions or any of our subsidiaries or serving at the request of Vascular Solutions or any of our subsidiaries as a director, officer, employee or agent of another person, to the fullest extent permitted by law or provided pursuant to Vascular Solutions’ governing documents or the organizational documents of any Vascular Solutions subsidiary or any other agreement, if any, in existence on the date of the merger agreement.

Teleflex and Merger Sub have also agreed that, for six years after the effective time, all rights to elimination or limitation of liability, indemnification and advancement of expenses, whether asserted or claimed prior to, at or after the effective time, now existing in favor of the indemnified parties as provided in Vascular Solutions or our subsidiaries charter documents or any other agreement will survive the merger and continue in full force and effect. The surviving company’s charter documents will not contain any provisions contradictory or otherwise adverse to such rights or be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such indemnified party in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time (including acts or omissions occurring in connection with the approval of the merger agreement, the consummation of the merger or any of the other transactions contemplated by the merger agreement) without the consent of such indemnified party.

Teleflex has also agreed to either (i) cause the surviving company to provide, for a period of not less than six years from the effective time, a directors’ and officers’ liability insurance policy that is no less favorable than the Company’s existing policy as of the date of the merger agreement or, if insurance coverage that is no less favorable is unavailable, the best available coverage, with an annual cost not in excess of 300% of the last annual premium paid prior to the date of the merger agreement referred to as the “D&O insurance,” covering acts or omissions at or prior to the effective time with respect to those persons who are covered by the D&O insurance as of the effective time, or (ii) at Teleflex’s option, Vascular Solutions or surviving company may obtain, a single premium tail coverage with respect to D&O insurance with an annual cost not in excess of 300% of the last annual premium paid prior to the date of the merger agreement.

Teleflex and the surviving company are required to make proper provision for the continuation of these rights in connection with certain future corporate transactions.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of our common stock whose shares are exchanged for cash pursuant to the merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. This discussion is based on the provisions of the U.S. Internal Revenue Code of 1986, as amended, referred to as the “Code,” applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service, referred to as the “IRS,” each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is for general information purposes only and does not purport to be a complete analysis of all potential tax consequences. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling will be sought from the IRS with respect to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is for U.S. federal income tax purposes:

This discussion applies only to U.S. holders of shares of our common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a

U.S. holder in light of its particular circumstances, or that may apply to U.S. holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain expatriates, S corporations, or other pass-through entities, or investors in such S corporations or other pass-through entities, real estate investment trusts, regulated investment companies, U.S. holders who hold shares of our common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders who will hold (actually or constructively) an equity interest in Teleflex immediately after the merger, and U.S. holders who acquired their shares of our common stock through the exercise of employee stock options or other compensation arrangements).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding shares of our common stock, you should consult your tax advisor.

This summary of U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of our common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, the unearned income Medicare contribution tax and any other U.S. federal, or state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of our common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of our common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares.

Any such gain or loss will be long-term capital gain or loss if a U.S. holder’s holding period in the shares of our common stock surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of our common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of our common stock.

Information Reporting and Backup Withholding