Stryker (NYSE: SYK) announced today that Stryker B.V., an indirect,
wholly owned subsidiary of Stryker, has extended the offering
period of its previously announced cash tender offer for all
outstanding ordinary shares of Wright Medical Group N.V. (NASDAQ:
WMGI). The tender offer is being made pursuant to the purchase
agreement, dated November 4, 2019, among Stryker, Stryker B.V. and
Wright Medical.
The tender offer is now scheduled to expire at 5:00 p.m.,
Eastern Time, on April 30, 2020, unless the tender offer is further
extended or earlier terminated in accordance with the purchase
agreement.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has advised Stryker B.V. that as of 5:00
p.m., Eastern Time, on February 25, 2020, the last business day
prior to the announcement of the extension of the offer, 17,446,435
Wright Medical ordinary shares, representing approximately 13.6% of
the outstanding Wright Medical ordinary shares, have been validly
tendered pursuant to the tender offer and not properly withdrawn.
Shareholders who have already tendered their Wright Medical
ordinary shares do not have to re-tender their shares or take any
other action as a result of the extension of the expiration date of
the tender offer.
Completion of the tender offer remains subject to the conditions
described in the tender offer statement on Schedule TO filed by
Stryker B.V. with the U.S. Securities and Exchange Commission on
December 13, 2019, as amended. The tender offer will continue to be
extended until all conditions are satisfied or waived, or until the
tender offer is terminated, in either case pursuant to the terms of
the purchase agreement and as described in the Schedule TO.
Innisfree M&A Incorporated is acting as information agent
for the tender offer. Requests for documents and questions
regarding the tender offer may be directed to Innisfree M&A
Incorporated by telephone, toll-free at (888) 750-5834 for
shareholders, or collect at (212) 750-5833 for banks and
brokers.
About Stryker
Stryker is one of the world’s leading medical technology
companies and, together with its customers, is driven to make
healthcare better. The company offers innovative products and
services in Orthopaedics, Medical and Surgical, and Neurotechnology
and Spine that help improve patient and hospital outcomes. More
information is available at www.stryker.com.
Forward-looking statements
This press release contains information that includes or is
based on forward-looking statements within the meaning of the
federal securities law that are subject to various risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied in such statements. Such
factors include, but are not limited to: the failure to satisfy any
of the closing conditions to the acquisition of Wright, including
the receipt of any required regulatory clearances (and the risk
that such clearances may result in the imposition of conditions
that could adversely affect the expected benefits of the
transaction); delays in consummating the acquisition of Wright;
unexpected liabilities, costs, charges or expenses in connection
with the acquisition of Wright; the effects of the proposed Wright
transaction (or the announcement thereof) on the parties
relationships with employees, customers, other business partners or
governmental entities; weakening of economic conditions that could
adversely affect the level of demand for our products; pricing
pressures generally, including cost-containment measures that could
adversely affect the price of or demand for our products; changes
in foreign exchange markets; legislative and regulatory actions;
unanticipated issues arising in connection with clinical studies
and otherwise that affect U.S. Food and Drug Administration
approval of new products, including Wright products; potential
supply disruptions; changes in reimbursement levels from
third-party payors; a significant increase in product liability
claims; the ultimate total cost with respect to recall-related
matters; the impact of investigative and legal proceedings and
compliance risks; resolution of tax audits; the impact of the
federal legislation to reform the United States healthcare system;
costs to comply with medical device regulations; changes in
financial markets; changes in the competitive environment; our
ability to integrate and realize the anticipated benefits of
acquisitions in full or at all or within the expected timeframes,
including the acquisition of Wright; and our ability to realize
anticipated cost savings. Additional information concerning these
and other factors is contained in our filings with the U.S.
Securities and Exchange Commission, including our Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q.
Additional Information and Where to Find It
The tender offer for Wright’s outstanding ordinary shares
referenced herein commenced on December 13, 2019. This
communication is not a recommendation, an offer to purchase or a
solicitation of an offer to sell ordinary shares of Wright or any
other securities. This communication may be deemed to be
solicitation material in respect of the EGM Proposals (defined
below). On December 13, 2019, Stryker filed with the Securities and
Exchange Commission (the “SEC”) a Tender Offer Statement on
Schedule TO, and Wright filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9. On
February 21, 2020, Wright filed with the SEC a preliminary proxy
statement in connection with an extraordinary general meeting of
shareholders of Wright, at which the Wright shareholders will vote
on certain proposed resolutions (the “EGM Proposals”) in connection
with the transactions referenced herein, and will mail the
definitive proxy statement and a proxy card to each shareholder
entitled to vote at the extraordinary general meeting. SHAREHOLDERS
ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 AND THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO ANY OF THE FOREGOING), AS THEY WILL CONTAIN
IMPORTANT INFORMATION THAT PERSONS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES OR MAKING
ANY VOTING DECISION. Shareholders can obtain these documents when
they are filed and become available free of charge from the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC
by Stryker will be available free of charge on Stryker’s website,
www.stryker.com, or by contacting Stryker’s investor relations
department at katherine.owen@stryker.com. Copies of the documents
filed with the SEC by Wright will be available free of charge on
Wright’s website, www.wright.com, or by contacting Wright’s
investor relations department at julie.dewey@wright.com. In
addition, Wright shareholders may obtain free copies of the tender
offer materials by contacting Innisfree M&A Incorporated, the
information agent for the tender offer, toll free at (888)
750-5834.
Participants in the Solicitation
Wright, its directors and executive officers and other members
of its management and employees, as well as Stryker and its
directors and executive officers, may be deemed to be participants
in the solicitation of proxies from Wright’s shareholders in
connection with the EGM Proposals. Information about Wright’s
directors and executive officers and their ownership of Wright
ordinary shares is set forth in the preliminary proxy statement
regarding the transaction, which was filed with the SEC on February
21, 2020, and will be set forth in the definitive proxy statement
that will be filed with the SEC and mailed to each shareholder
entitled to vote at the extraordinary general meeting of
shareholders of Wright. Information about Stryker’s directors and
executive officers is set forth in the proxy statement for
Stryker’s 2019 annual meeting of shareholders, which was filed with
the SEC on March 20, 2019. Shareholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
EGM Proposals, including the interests of Wright’s directors and
executive officers in the transaction, which may be different than
those of Wright’s shareholders generally, by reading the proxy
statement and other relevant documents regarding the transaction
which will be filed with the SEC.
Contacts
For investor inquiries please contact:
Katherine Owen, Vice President, Strategy & Investor
Relations at 269-385-2600 or katherine.owen@stryker.com
For media inquiries please contact:
Yin Becker, Vice President, Communications, Public Affairs and
Corporate Marketing at 269-385- 2600 or yin.becker@stryker.com
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