On November 7, 2018, K2M Group Holdings, Inc. (K2M) received notice that the U.S. Federal Trade Commission granted early termination,
effective immediately, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), in connection with the proposed merger of Austin Merger Sub Corp. (Merger Sub)
with and into K2M (the Merger), pursuant to the Agreement and Plan of Merger, dated as of August 29, 2018 (the Merger Agreement), by and among K2M, Stryker Corporation and Merger Sub.
The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger, which remains subject to the
satisfaction or waiver of other customary closing conditions set forth in the Merger Agreement. The Merger is expected to be consummated on November 9, 2018, subject to the satisfaction or waiver of such other customary closing conditions.
Forward-Looking Statements
The foregoing contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to
forward-looking statements. These forward-looking statements include statements relating to the expected timing, completion and effects of the proposed merger, as well as other statements representing managements beliefs about, future events,
transactions, strategies, operations and financial results, including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of the merger; future financial and operating results of K2M Group
Holdings, Inc. (K2M); K2Ms plans, objectives, expectations and intentions with respect to future operations and services; required approvals to complete the merger by our stockholders and by governmental regulatory authorities, and
the timing and conditions for such approvals; the stock price of K2M prior to the consummation of the transactions; and the satisfaction of the closing conditions to the proposed merger. Such forward-looking statements often contain words such as
assume, will, anticipate, believe, predict, project, potential, contemplate, plan, forecast, estimate,
expect, intend, is targeting, may, should, would, could, goal, seek, hope, aim, continue and other
similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon managements current expectations and beliefs and are not guarantees of future performance. Such forward-looking
statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ
materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the Securities and Exchange Commission (the
SEC). Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports
filed with the SEC and are available on our website at www.k2m.com under Investor Relations. You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements
are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this Current Report on Form
8-K
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only to expectations as of the date of this Current Report on Form
8-K.
We do not undertake or plan to update or revise forward-looking statements to reflect actual
results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this communication, even if such results, changes or circumstances make it clear that any forward-looking information will not be
realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this Current Report on Form
8-K,
such statements or
disclosures will be deemed to modify or supersede such statements in this Current Report on Form
8-K.
About
K2M Group Holdings, Inc.
K2M Group Holdings, Inc. is a global leader of complex spine and minimally invasive solutions focused on achieving
three-dimensional Total Body Balance
. Since its inception, K2M has designed, developed, and commercialized innovative complex spine and minimally invasive spine technologies and techniques
used by spine surgeons to treat some of the most complicated spinal pathologies. K2M has leveraged these core competencies into
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