Stryker (NYSE: SYK) announced today a definitive agreement to
acquire all of the issued and outstanding ordinary shares of Wright
Medical Group N.V. (NASDAQ: WMGI) for $30.75 per share, or a total
equity value of approximately $4.0 billion and a total enterprise
value of approximately $5.4 billion (including convertible notes).
Wright Medical, which was founded in 1950, is a global medical
device company focused on extremities and biologics.
Wright Medical brings a highly complementary product portfolio
and customer base to Stryker’s trauma and extremities business.
With global sales approaching $1 billion, Wright Medical is a
recognized leader in the upper extremities (shoulder, elbow, wrist
and hand), lower extremities (foot and ankle) and biologics
markets, which are among the fastest growing segments in
orthopaedics.
Wright Medical’s leading upper extremity portfolio and advanced
preoperative planning technology will significantly add to
Stryker’s offering. Additionally, Wright Medical’s lower extremity
and biologics will complement Stryker’s portfolio and strengthen
the company’s position in this high-growth segment.
“This acquisition enhances our global market position in trauma
& extremities, providing significant opportunities to advance
innovation, improve outcomes and reach more patients,” said Kevin
Lobo, Chairman and Chief Executive Officer, Stryker. “Wright
Medical has built a successful business, and we look forward to
welcoming their team to Stryker.”
“We believe this transaction will provide truly unique
opportunities and will create significant value for our
shareholders, customers and employees,” said Robert Palmisano,
Executive Director, Chief Executive Officer and President of Wright
Medical. “By merging our complementary strengths and collective
resources, we will be able to advance our broad platform of
extremities and biologics technologies with one of the world’s
leading medical technology companies that shares our vision of
delivering breakthrough and innovative solutions to improve patient
outcomes.”
Under the terms of the agreement, Stryker will commence a tender
offer for all outstanding ordinary shares of Wright Medical for
$30.75 per share, in cash. The boards of directors of both Stryker
and Wright Medical have approved the transaction. The closing of
the transaction is subject to receipt of applicable regulatory
approvals, the adoption of certain resolutions relating to the
transaction at an extraordinary general meeting of Wright Medical
shareholders, completion of the tender offer and other customary
closing conditions.
The acquisition of Wright Medical is expected to close in the
second half of 2020 and is expected to have no impact to Stryker’s
net earnings per diluted share and adjusted net earnings per
diluted share in 2019. There is no change to Stryker’s previously
announced expected adjusted net earnings per diluted share for the
full year, which is a range of $8.20 - $8.25. Assuming a September
30, 2020 closing, the transaction is expected to have no impact to
Stryker’s adjusted net earnings per share in 2020, $(0.10) dilution
in 2021 and will be accretive thereafter.
Stryker will host a conference call for financial analysts at
8:00 AM ET today to discuss additional details regarding the
proposed transaction. To participate in the conference call dial
877-702-4565 (domestic) or 647-689-5532 (international) and be
prepared to provide conference ID number 9898250 to the
operator.
A simultaneous webcast of the call will be accessible via the
company's website at www.stryker.com. The call will be archived on
the investor relations page of this site.
A recording of the call will also be available from 11:30 AM ET
on Monday, November 4, 2019, until 11:59 PM ET, on Monday, November
11, 2019. To hear this recording, dial 800-585-8367 (domestic) or
416-621-4642 (international) and enter the conference ID number
9898250.
About Stryker
Stryker is one of the world’s leading medical technology
companies and, together with its customers, is driven to make
healthcare better. The company offers innovative products and
services in Orthopaedics, Medical and Surgical, and Neurotechnology
and Spine that help improve patient and hospital outcomes. More
information is available at www.stryker.com.
Forward-looking statements
This press release contains information that includes or is
based on forward-looking statements within the meaning of the
federal securities law that are subject to various risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied in such statements. Such
factors include, but are not limited to: the failure to satisfy any
of the closing conditions to the acquisition of Wright, including
the receipt of any required regulatory clearances (and the risk
that such clearances may result in the imposition of conditions
that could adversely affect the expected benefits of the
transaction); delays in consummating the acquisition of Wright;
unexpected liabilities, costs, charges or expenses in connection
with the acquisition of Wright; the effects of the proposed Wright
transaction (or the announcement thereof) on the parties
relationships with employees, customers, other business partners or
governmental entities; weakening of economic conditions that could
adversely affect the level of demand for our products; pricing
pressures generally, including cost-containment measures that could
adversely affect the price of or demand for our products; changes
in foreign exchange markets; legislative and regulatory actions;
unanticipated issues arising in connection with clinical studies
and otherwise that affect U.S. Food and Drug Administration
approval of new products, including Wright products; potential
supply disruptions; changes in reimbursement levels from
third-party payors; a significant increase in product liability
claims; the ultimate total cost with respect to recall-related
matters; the impact of investigative and legal proceedings and
compliance risks; resolution of tax audits; the impact of the
federal legislation to reform the United States healthcare system;
costs to comply with medical device regulations; changes in
financial markets; changes in the competitive environment; our
ability to integrate and realize the anticipated benefits of
acquisitions in full or at all or within the expected timeframes,
including the acquisition of Wright; and our ability to realize
anticipated cost savings. Additional information concerning these
and other factors is contained in our filings with the U.S.
Securities and Exchange Commission, including our Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q.
Additional Information and Where to Find It
The tender offer for Wright’s outstanding ordinary shares
referenced herein has not yet commenced. This announcement is not a
recommendation, an offer to purchase or a solicitation of an offer
to sell ordinary shares of Wright or any other securities. This
communication may be deemed to be solicitation material in respect
of the EGM Proposals (defined below). At the time the tender offer
is commenced, Stryker will file with the Securities and Exchange
Commission (the “SEC”) a Tender Offer Statement on Schedule TO, and
Wright will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. Wright also intends to file with the
SEC a proxy statement in connection with an extraordinary general
meeting of shareholders of Wright, at which the Wright shareholders
will vote on certain proposed resolutions (the “EGM Proposals”) in
connection with the transactions referenced herein, and will mail
the definitive proxy statement and a proxy card to each shareholder
entitled to vote at the extraordinary general meeting. SHAREHOLDERS
ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 AND THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO ANY OF THE FOREGOING) WHEN SUCH DOCUMENTS BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT PERSONS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR ORDINARY SHARES OR MAKING ANY VOTING DECISION. Shareholders
can obtain these documents when they are filed and become available
free of charge from the SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by Stryker will be available free of
charge on Stryker’s website, www.stryker.com, or by contacting
Stryker’s investor relations department at
katherine.owen@stryker.com. Copies of the documents filed with the
SEC by Wright will be available free of charge on Wright’s website,
www.wright.com, or by contacting Wright’s investor relations
department at julie.dewey@wright.com. In addition, Wright
shareholders may obtain free copies of the tender offer materials
by contacting the information agent for the tender offer that will
be named in the Tender Offer Statement on Schedule TO.
Participants in the Solicitation
Wright, its directors and executive officers and other members
of its management and employees, as well as Stryker and its
directors and executive officers, may be deemed to be participants
in the solicitation of proxies from Wright’s shareholders in
connection with the EGM Proposals. Information about Wright’s
directors and executive officers and their ownership of Wright
ordinary shares is set forth in the proxy statement for Wright’s
2019 annual general meeting of shareholders, which was filed with
the SEC on May 17, 2019. Information about Stryker’s directors and
executive officers is set forth in the proxy statement for
Stryker’s 2019 annual meeting of shareholders, which was filed with
the SEC on March 20, 2019. Shareholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
EGM Proposals, including the interests of Wright’s directors and
executive officers in the transaction, which may be different than
those of Wright’s shareholders generally, by reading the proxy
statement and other relevant documents regarding the transaction
which will be filed with the SEC.
Contacts
For investor inquiries please contact:Katherine
Owen, Vice President, Strategy & Investor Relations at
269-385-2600 or katherine.owen@stryker.com
For media inquiries please contact:Yin Becker,
Vice President, Communications, Public Affairs and Corporate
Marketing at 269-385-2600 or yin.becker@stryker.com
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