Stryker announces definitive agreement to acquire Invuity, Inc.
September 11 2018 - 8:00AM
Kalamazoo, Michigan - September 11, 2018 - Stryker
(NYSE: SYK) announced today a definitive agreement to acquire all
the issued and outstanding shares of common stock of Invuity, Inc.
(NASDAQ: IVTY) for $7.40 per share, or a total equity value of
approximately $190 million. Invuity is the leader in advanced
photonics and single-use, lighted instruments that deliver enhanced
visualization for a wide variety of clinical applications including
orthopaedic and spine surgery, general surgery, and women's health
procedures, and is a recent entrant into the enhanced energy
market. Founded in 2004, and headquartered in San Francisco,
California, Invuity's portfolio of innovative products is highly
complementary to the Surgical portfolio of Stryker's Instruments
business.
"Invuity's innovative products in the single-use
lighted instrumentation and enhanced energy markets provide best in
class illumination and help make surgery safer," stated Spencer S.
Stiles, Group President, Neurotechnology, Instruments and
Spine. "I look forward to the work we will do together to
advance Stryker's mission of making healthcare better."
Under the terms of the agreement, Stryker will
commence a tender offer for all outstanding shares of common stock
of Invuity for $7.40 per share, in cash. The boards of
directors of both Stryker and Invuity have approved the
transaction. The closing of this transaction is subject to the
expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and other
customary closing conditions. The transaction is expected to close
in the fourth quarter of this year and is expected to have an
immaterial impact to net earnings in 2018.
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 actual results to differ
materially from those expressed or implied in such statements. Such
risk and uncertainties include, but are not limited to: the failure
to satisfy, or delays in satisfying, any of the transaction's
closing conditions, including the receipt of required regulatory
approvals and a majority of Invuity's outstanding shares being
tendered in the tender offer; unexpected charges or expenses in
connection with the acquisition; weakening of economic conditions
that could adversely affect the level of demand for Invuity's
products; pricing pressures generally, including cost-containment
measures that could adversely affect the price of or demand for
Invuity's products; our ability to integrate acquisitions,
including the potential acquisition of Invuity; our ability to
realize anticipated cost savings or achieve other anticipated
financial metrics in connection with the acquisition of Invuity;
and the other factors identified under the heading "Risk Factors"
in the Stryker Annual Report on Form 10-K for the year ended
December 31, 2017 and our subsequent reports on Form 10-Q, all of
which are filed with the Securities and Exchange Commission
(SEC).
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.
Important additional information
will be filed with the U.S. Securities and Exchange
Commission
This press release is not an offer to purchase, a
solicitation of an offer to sell, or a recommendation to sell
shares of Invuity stock. Stryker's subsidiary has not yet
commenced a tender offer for shares of Invuity's stock. Upon
commencement of the tender offer, Stryker will file with the SEC a
tender offer statement on Schedule TO and related exhibits,
including an offer to purchase, letter of transmittal and other
tender offer documents. These documents will contain
important information about Stryker, the transaction, and related
matters. Investors are urged to read each of these documents
carefully when they are available. Investors will be able to obtain
free copies of the tender offer statement and other documents filed
with the SEC by Stryker and its subsidiary through the website
maintained by the SEC at www.sec.gov. In addition, investors
and security holders will be able to obtain these documents by
contacting the investor relations department of Stryker at
katherine.owen@stryker.com.
Contacts
For investor inquiries please
contact:
Katherine A. Owen, Stryker, 269-385-2600 or
katherine.owen@stryker.com
For media inquiries please
contact:
Yin Becker, Stryker, 269-385-2600 or yin.becker@stryker.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Stryker Corporation via Globenewswire
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