This Amendment No. 1 (this Amendment) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Wright Medical Group N.V., a public limited liability company organized under the laws of the Netherlands
(the Company), with the U.S. Securities and Exchange Commission (the SEC) on December 13, 2019 (as amended or supplemented from time to time, the Schedule 14D-9),
with respect to the tender offer made by Stryker B.V., a private company with limited liability organized under the laws of the Netherlands (Purchaser), an indirect, wholly-owned subsidiary of Stryker Corporation, a Michigan corporation
(Stryker), to purchase all of the outstanding ordinary shares, par value 0.03 per share, of the Company (the Shares) at a purchase price of $30.75 per Share without interest and less applicable withholding taxes,
payable in cash to the holders thereof (such amount or any higher amount per Share paid pursuant to the Offer (as defined below), the Offer Consideration), on the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 13, 2019 (the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal and, together with the Offer to Purchase, as each may be amended from time to time, the
Offer). The Offer is described in a Tender Offer Statement on Schedule TO (the Schedule TO) filed by Stryker and Purchaser with the SEC on December 13, 2019, and the Offer to Purchase and the Letter of Transmittal have
been filed as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or
supplemented to the extent specifically provided herein.
Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The following paragraph is added following the second paragraph under the subheading Antitrust in the United States in Item 8 on p. 48 of
the Schedule 14D-9.
The Company filed a Premerger Notification and Report Form with respect
to the Offer with the Antitrust Division and the FTC on December 16, 2019. On December 31, 2019, the Company received from the FTC a Second Request with respect to the Offer (a Second Request). Stryker has informed the Company
that it also received a Second Request on December 31, 2019. As a result of the Second Requests, the waiting period under the HSR Act applicable to the purchase of the Shares in the Offer has been extended until 11:59 p.m., Eastern Time on the
10th calendar day following the date of Strykers substantial compliance with the Second Request it received, unless such waiting period is earlier terminated. Thereafter, the waiting period may be extended only by court order or with
Strykers consent.
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