This Amendment No. 19 (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 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The Offer and withdrawal rights expired at 5:00 p.m., Eastern Time, on November 10, 2020. The Depositary has advised Stryker and Purchaser
that, as of 5:00 p.m., Eastern Time, on November 10, 2020, 124,901,861 Shares, representing approximately 96% of the outstanding Shares, were validly tendered pursuant to the Offer and not properly withdrawn. All conditions to the Offer having
been satisfied, Purchaser has accepted for payment, and expects to promptly pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn.
As a result of its acceptance of the Shares tendered into the Offer, Purchaser acquired sufficient Shares to consummate the Mergers pursuant to
the Purchase Agreement, and following the Acceptance Time, on November 11, 2020, Wright and Purchaser completed the Mergers whereby (i) Wright merged with and into Wright Luxembourg with Wright Luxembourg surviving the merger,
(ii) Wright Luxembourg merged with and into Wright Bermuda with Wright Bermuda surviving the merger, and (iii) Stryker Unite, Ltd., a Bermuda exempted company that was formed by Stryker as a wholly-owned subsidiary of Purchaser, merged
with and into Wright Bermuda with Wright Bermuda surviving the merger.
As a result of the Mergers, each Share held by Wright shareholders
who did not tender their Shares pursuant to the Offer was converted into the right to receive an amount in cash equal to the Offer Consideration, less applicable withholding taxes. As described in the Offer to Purchase, the paying agent for the
Mergers will deduct and withhold Dutch dividend withholding tax (dividendbelasting) from the merger consideration in an amount equal to $1.85 (“Dutch Exit Tax Amount”) for each Share exchanged for cash in the Mergers and will retain
the Dutch Exit Tax Amount so withheld until January 1, 2022 or such earlier date as directed by Stryker in writing. Stryker will notify the paying agent in writing on or prior to January 1, 2022 to either (i) remit the Dutch Exit Tax
Amount to the appropriate Dutch governmental authority if the legislative proposal (the Emergency Act on Conditional Final Dividend Withholding Tax Levy (Spoedwet conditionele eindafrekening dividendbelasting) that has been submitted to the
Dutch parliament or any replacement legislative proposal with substantially the same scope (the “Proposal”) is enacted prior to January 1, 2022 (the “Dutch Exit Tax”) or (ii) remit the applicable amount of
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