On July 26, 2019, the Company Board held a regularly scheduled, in-person meeting, a portion of which was attended by representatives of Guggenheim Securities, LLC (Guggenheim Securities), a financial advisor to the Company. During the meeting, representatives of
Guggenheim Securities made a presentation about strategic alternatives for the Company, including a potential sale of the Company, and market conditions. The representatives also responded to questions from the Company Board about potential business
development opportunities.
On July 31, 2019, representatives of a large multinational corporation, which we refer to as Party B, met
with Messrs. Palmisano and Berry to discuss potential collaborations. Party B did not express interest in an acquisition of the Company at that time. Between July 31 and September 5, 2019, representatives of the Company and Party B had
multiple calls to discuss potential collaborations and to negotiate the terms of a confidentiality agreement that was not ultimately executed.
On August 7, 2019, after the close of trading on Nasdaq, the Company reported its financial results for the quarter ended June 30,
2019, which had not previously been discussed with Stryker, Party A or Party B. On August 8, 2019, the Companys stock price dropped approximately 21.5%.
Also on August 7, 2019, the Company provided Party A with access to an electronic data room that included limited non-public information about the Company. Between August 7 and September 9, 2019, representatives of the Company had periodic calls with a representative of Party A regarding diligence.
On August 12, 2019, Mr. Palmisano and Mr. Lobo held a breakfast meeting. During the meeting, Mr. Lobo confirmed his
earlier statement that Stryker would not make an offer to acquire the Company at that time and noted Strykers concerns about the Companys financial performance and projections. Mr. Palmisano suggested that a meeting between the
companies respective chief financial officers could help Stryker better understand the Companys longer-term financial outlook. Later that day, Mr. Palmisano updated Mr. Berry about the meeting with Mr. Lobo, explaining
that Stryker was not interested in acquiring the Company at that time, but that Mr. Lobo had agreed that a meeting between Mr. Berry and Glenn Boehnlein, Strykers Chief Financial Officer, might be useful.
On August 16, 2019, the Chief Executive Officer of a multinational medical device company, which we refer to as Party C, placed an
unsolicited call to Mr. Palmisano to propose a meeting the following week to discuss their respective businesses and the industry. Party Cs Chief Executive Officer did not mention a potential transaction during the call.
On August 22, 2019, Mr. Palmisano and the Chief Executive Officer of Party C met for dinner. During the meeting, the Chief Executive
Officer of Party C informed Mr. Palmisano that Party C had completed significant diligence on the Company based on public information and was interested in acquiring the Company. He did not propose a price or other terms for a transaction. They
agreed to set up a meeting between certain members of the Companys and Party Cs respective management teams so that Party C could learn more about the Company.
On August 30, 2019, in anticipation of a meeting among certain members of their management teams, the Company and Party C entered into a
confidentiality agreement, which included a 12-month standstill provision that terminated upon the effectiveness of the Purchase Agreement.
On September 4, 2019, representatives of a large multinational medical device company, which we refer to as Party D, expressed interest
in meeting with representatives of the Company at the American Orthopaedic Foot & Ankle Societys annual meeting in Chicago, Illinois in September 2019 to discuss potential business development opportunities. A meeting was tentatively
scheduled but never took place.
On September 5, 2019, the Company Board held a telephonic meeting that was attended by members of
Company management. During the meeting, Mr. Palmisano updated the Company Board about discussions
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