8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2009

Teleflex Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-5353	23-1147939
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
155 South Limerick Road, Limerick, Pennsylvania		19468
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 610-948-5100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2009, Teleflex Incorporated (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with General Electric Company ("GE"), GE Pacific Private Limited ("GE Pacific"), Teleflex Holding Singapore Pte. Ltd. ("Teleflex Holding") and Airfoil Technologies International – Singapore Pte. Ltd. ("ATI Singapore"). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the Purchase Agreement, Teleflex Holding will sell its 51 percent share of ATI Singapore, a joint venture between GE and the Company, to GE Pacific.

The Company will receive $300 million for the sale of its joint venture interest and plans to use the net proceeds primarily to pay down debt. The Company and GE have made customary representations and warranties in the Purchase Agreement. The transaction is subject to receipt of various regulatory approvals and customary closing conditions and is expected to close by the end of the first quarter of 2009, prov ided that the regulatory approvals are attained and closing conditions are satisfied by March 27, 2009. If such approvals and conditions are not satisfied by March 27, 2009, each party has the right to terminate the Purchase Agreement.

As a result of this agreement, Airfoil Technologies International LLC ("ATI") will be reflected in the Company's future consolidated financial statements as a discontinued operation. The transaction is expected to result in a pre-tax gain on sale of over $250 million. The Company expects a debt-to-total capital ratio below 50% after the application of net proceeds to debt repayment. The Company will provide pro-forma disclosures post-closing of the transaction in accordance with required guidelines and intends to update its annual guidance at that time.

The Company and GE have also entered an agreement that will permit the Company to transfer its ownership interest in the remaining ATI business to GE by the end of 2009.

Item 7.01 Regulation FD Disclosure.

On March 2, 2009, the Company issued a press release announcing that the Company had entered into the Purchase Agreement to sell ATI Singapore. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1 hereto, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated March 2, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Teleflex Incorporated
March 5, 2009	By:	Jeffrey P. Black
		Name: Jeffrey P. Black
		Title: Chairman, President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 2, 2009

EX-99.1

Exhibit 99.1

Teleflex ®	NEWS
155 South Limerick Road, Limerick, PA 19468 USA — Phone: 610-948-5100 — Fax: 610-948-5101

Contact: Jake Elguicze
Senior Director,
Investor Relations
610-948-2836

FOR IMMEDIATE RELEASE March 2, 2009

Teleflex Agrees to Sell Airfoil Technologies International Singapore Pte. Ltd. to General
Electric Company

Limerick, PA – Teleflex Incorporated (“Teleflex” or the “Company”) announced today that it has signed a definitive agreement to sell to General Electric Company (“GE”) its 51 percent share of Airfoil Technologies International — Singapore Pte. Ltd. (ATI-Singapore), a joint venture between GE and Teleflex. Teleflex will receive $300 million for the sale of its joint venture interest and plans to use the net proceeds primarily to pay down debt. The transaction is subject to receipt of various regulatory approvals and customary closing conditions and is expected to close by the end of the first quarter.

As a result of this agreement, ATI will be reflected in the Company’s future consolidated financial statements as a discontinued operation. ATI revenues of approximately $250 million are comprised of both repair and replacement component revenues. The business generates free cash flow to Teleflex of approximately $30 million, and has a tax rate of approximately 6%. The transaction is expected to result in a pre-tax gain on sale of over $250 million. The Company expects a debt-to-total capital ratio below 50% after the application of net proceeds to debt repayment. Teleflex will provide pro-forma disclosures post-closing of the transaction in accordance with required guidelines and intends to update its annual guidance at that time.

“We have enjoyed our long-term partnership with GE in this venture and are pleased to have structured a transaction that allows us to further reduce our outstanding debt and focus on our important growth objectives,” stated Jeffrey P. Black, chairman and chief executive officer. “We are also pleased to be transitioning the ownership of ATI to an industry leader with strong customer relationships.”

Teleflex and GE have also entered an agreement that will permit Teleflex to transfer its ownership interest in the remaining ATI business to GE by the end of 2009.

ATI-Singapore started operations in 1998 and has become a leader in the repair of cold section compressor airfoils with industry-leading turnaround time and excellent quality. The facility services all GE commercial aviation, marine and industrial engines, all CFM56 engines as well as Pratt & Whitney and Honeywell components. Located in Loyang Industrial Park, ATI-Singapore has about 535 employees who repair more than two million compressor airfoils a year.

(MORE)

About Teleflex Incorporated
Teleflex (NYSE: TFX) is a diversified company that designs, manufactures and distributes quality engineered products and services for the medical, aerospace and commercial markets worldwide. Teleflex employs approximately 14,200 people worldwide who focus on providing innovative solutions for customers. Additional information about Teleflex can be obtained from the company’s website at www.teleflex.com.

About GE Aviation
GE Aviation, an operating unit of General Electric Company (NYSE: GE), is a world-leading provider of commercial and military jet engines and components as well as integrated digital, electric power, and mechanical systems for aircraft. GE Aviation also has a global service network to support these offerings. For more information, visit us at www.ge.com/aviation.

Additional Notes
Free cash flow is defined as cash flow from operations less capital expenditures and minority interest dividend payments to partners.

Forward-looking information
This press release contains forward-looking statements, including, but not limited to, statements relating to the expected completion date of the sale of ATI-Singapore, expected gain on sale for this transaction and expected debt-to-total capital ratio after applying net proceeds to debt repayment. Actual results could differ materially from those in these forward-looking statements due to, among other things, inability to sell businesses at prices, or within time-periods, anticipated by management; unexpected expenditures in connection with the effectuation of a sale; costs and length of time required to comply with legal requirements applicable to certain aspects of the transaction, unanticipated difficulties in connection with customer reaction to the program; and other factors described in Teleflex’s filings with the Securities and Exchange Commission.

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