Teleflex Medical absorbs its Portuguese subsidiary Vasc Nxt Portugal

The company Teleflex Medical, S.A.U., in its capacity as the absorbing company, has approved the merger by absorption of its Portuguese subsidiary Vasc Nxt Portugal Unipessoal Lda., which is dissolved without liquidation and integrated by universal succession of all its assets. The decision was adopted on August 21, 2026, by the sole shareholder of the absorbing company and is made public in the Official Gazette of the Mercantile Registry (BORME) number 172, dated September 7, 2026, pages 6083 and 6084, with official reference BORME-C-2026-4876.

The operation is processed in accordance with Royal Decree-Law 5/2023, of June 28, which adopts, among others, measures for the transposition of European Union directives regarding structural modifications of commercial companies (RDME). The absorbed company is wholly owned, directly, by the absorbing company, which holds 100% of the social shares; therefore, the merger follows the unanimous agreement procedure of Article 9 and the simplified procedure of Article 53 of the RDME.

The operation and its key dates

The common merger project was drafted and signed by the administrative bodies of both companies on April 14, 2026, and the accounting effective date of the merger has been set for January 1, 2026. The approval agreement was adopted by the sole shareholder of the absorbing company on August 21, 2026, and the announcement is signed in Alcalá de Henares (Madrid) on September 4, 2026, by Mr. Matthew James, chairman of the board of directors of the absorbing company and manager of the absorbed company.

• Absorbing company: Teleflex Medical, S.A.U.
• Absorbed company: Vasc Nxt Portugal Unipessoal Lda.
• Signing of the common merger project: April 14, 2026
• Accounting effects: January 1, 2026
• Approval by the sole shareholder: August 21, 2026

Guarantees for workers and creditors

Since both participating companies have workers, the administrative bodies of each have issued respective reports intended for their employees with the content provided for in Article 5.5 of the RDME, without the workers’ information rights having been restricted due to the merger being approved in a universal meeting. The operation does not require an independent expert report in Spain, as the sole shareholder of the participating companies has so approved.

Both the common merger project and the announcements provided for in Articles 7 and 89 of the RDME have been filed with the Mercantile Registry, advising of the corresponding rights. Shareholders and creditors may obtain the full text of the agreement and the merger balance sheets at the registered office, as well as free copies of said documents upon request.

Creditors’ opposition period

Creditors of the participating companies whose credit arose prior to the date of publication in the BORME of the common merger project (or the approval agreement pursuant to Article 13.2 of the RDME) may oppose the merger by means of written communication addressed to the current registered office of the absorbing company, within a period of three months from the publication of the final announcement of the project or the agreement. Likewise, they have the right to obtain sufficient guarantees under the terms of Article 13 of the RDME.

The integration of the Portuguese subsidiary into Teleflex Medical strengthens the group’s structure in the Iberian Peninsula within the medical device sector, with direct implications for its employees and creditors, who have a fixed period to exercise their rights of opposition and guarantee before the Mercantile Registry.

Source: Official Gazette of the Mercantile Registry (BORME), no. 172, September 7, 2026, Second Section – Announcements and legal notices, MERGERS AND ACQUISITIONS OF COMPANIES, pp. 6083-6084 (official reference: BORME-C-2026-4876).