described in the Offer to Purchase), Purchaser will announce such waiver or change of the Minimum Condition and amend the Schedule TO and the Offer to Purchase to reflect such waiver or change,
including, if applicable, the effect of any change to the ownership percentage that Purchaser and Stryker may own after the offer. Such an announcement of any waiver of or change in the threshold applicable under the Minimum Condition will be made
by Purchaser in a press release, which will state the exact percentage threshold applicable under the Minimum Condition (in the case of change of the threshold applicable under the Minimum Condition) and will advise Wright shareholders to withdraw
their tendered Shares immediately if their willingness to tender their Shares into the Offer would be affected by such waiver or change of the Minimum Condition. During the five (5) business day period after Purchaser makes the announcement
described in this paragraph, the Offer will remain open and holders of Shares who have tendered their Shares in the Offer will be entitled to withdraw their Shares. Once the Expiration Time has occurred, holders of Shares will not be entitled to
withdraw their tendered Shares.
8. The Offer to Purchase is hereby amended and supplemented by adding the paragraphs below as the
final paragraphs of Section 16Certain Legal Matters; Regulatory Approvals on page 54 of the Offer to Purchase:
Legal Proceedings Regarding the Offer.
United States District Court Shareholder Litigation.
On January 15, 2020, John Thompson, a purported shareholder of Wright, filed a putative class action lawsuit against Wright, members of
the Wright Board, Purchaser and Stryker in the United States District Court for the District of Delaware, captioned Thompson v. Wright Medical Group N.V., et al., Case No.
1:20-cv-00061 (the Thompson Complaint). The Thompson Complaint alleges that Wright and the members of the Wright Board violated federal securities
laws and regulations by failing to disclose material information in Wrights Schedule 14D-9 in connection with the transactions contemplated by the Purchase Agreement, which they allege rendered
Wrights Schedule 14D-9 false and misleading. In addition, the Thompson Complaint alleges that members of the Wright Board and Stryker acted as controlling persons of Wright within the meaning and in
violation of Section 20(a) of the Exchange Act to influence and control the dissemination of the allegedly defective Schedule 14D-9. The Thompson Complaint seeks, among other things, an order enjoining
consummation of the transactions contemplated by the Purchase Agreement; rescission of such transactions if they have already been consummated and rescissory damages; an order directing the Wright Board to file a Schedule 14D-9 that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading; a declaration that the
defendants violated certain federal securities laws and regulations; and an award of plaintiffs costs, including reasonable allowance for attorneys fees and experts fees.
Stryker, Purchase and Wright believe that the plaintiffs allegations are without merit. If additional similar complaints are filed,
absent new or different allegations that are material, Stryker and Purchaser will not necessarily announce such additional filings.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the Thompson Complaint, a copy of which is attached as Exhibit (a)(5)(G) to the Schedule TO and is hereby incorporated herein by reference.
9. The Offer to Purchase is hereby amended and supplemented by amending and restating the first paragraph of
Section 19Miscellaneous on page 55 of the Offer to Purchase in its entirety to read as follows:
We are not
aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, blue sky or other laws of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the
acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to state statute, we will make a good faith effort to comply with such statute. If, after such good faith effort, we cannot
comply with such statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.
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