This Amendment No. 11 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on December 13, 2019 (together with any amendments and supplements thereto, the Schedule TO) in relation to the tender offer
by Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (Purchaser) and an indirect, wholly owned subsidiary of Stryker
Corporation, a Michigan corporation (Stryker), for all outstanding ordinary shares, par value 0.03 per share (the Shares), of Wright Medical Group N.V., a public limited liability company (naamloze
vennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under file number 34250781 (Wright) at a price of $30.75 per Share, without interest and less applicable
withholding taxes, to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer to purchase dated December 13, 2019 (together with any amendments and supplements thereto, the Offer to
Purchase), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (together with any amendments and supplements thereto, the Letter of Transmittal), a copy of which
is attached as Exhibit (a)(1)(B) to the Schedule TO, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the Offer.
All information contained in the Offer to Purchase and the Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference into
all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the
meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
Items 1 through 11.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
On September 29, 2020, Stryker announced an extension of the expiration of the Offer to 5:00 p.m., Eastern Time, on October 14, 2020,
unless the Offer is further extended or earlier terminated in accordance with the Purchase Agreement. The Offer was previously scheduled to expire at 5:00 p.m., Eastern Time, on September 30, 2020.
The Depositary has advised Stryker and Purchaser that, as of 5:00 p.m., Eastern Time, on September 28, 2020, 13,817,681 Shares (excluding
Shares tendered pursuant to guaranteed delivery procedures), representing approximately 10.6% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn and an additional 1,399,083 Shares, representing
approximately 1.1% of the outstanding Shares, had been tendered pursuant to guaranteed delivery procedures.
The full text of the press
release issued by Stryker announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(M) and is incorporated by reference herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(M)
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Press Release, dated September 29, 2020
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