This Tender Offer Statement on Schedule TO (this Schedule TO) is filed by
Stryker Corporation (Stryker), a Michigan corporation, and Accipiter Corp. (Purchaser), a Delaware corporation and a wholly-owned subsidiary of Stryker Corporation. This Schedule TO relates to the offer by the Purchaser for
all of the outstanding shares of common stock, par value $0.001 per share, of Invuity, Inc. (Invuity), a Delaware corporation, at a price of $7.40 per share, paid to the seller in cash, without interest, subject to any required
withholding of taxes, upon the terms and conditions set forth in the Offer to Purchase, dated September 24, 2018 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related Letter of Transmittal
(the Letter of Transmittal), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the Offer.
The information set forth in the Offer to Purchase, including Annex I thereto, and the related Letter of Transmittal is incorporated by
reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1.
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Summary Term Sheet
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The information set forth in the Offer to Purchase under the caption Summary Term Sheet is incorporated herein by reference.
Item 2.
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Subject Company Information
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(a)
Name and Address.
The name, address and telephone number of the subject companys principal executive offices are:
Invuity, Inc.
444 De Haro Street
San Francisco, California 94107
(415)
655-2100
(b)-(c)
Securities; Trading Market and Price
. The information set forth in the Offer to Purchase under the following captions is
incorporated herein by reference:
Introduction
The Tender OfferSection 6Price Range of the Shares; Dividends on the Shares
Item 3.
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Identity and Background of Filing Person
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(a)-(c)
Name and Address; Business and Background of Entities; and Business and Background of Natural Persons
. The information set forth
in the Offer to Purchase under the following captions is incorporated hereby by reference:
The Tender
OfferSection 9Information Concerning Stryker and Purchaser
ANNEX IDirectors and Executive Officers of
Stryker and Purchaser
Item 4.
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Terms of the Transaction
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(a)
Material Terms
. The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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(a)
Transactions
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
Summary Term Sheet