Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Pursuant to the Merger Agreement, on September 24, 2018, Purchaser commenced a tender offer (the Offer) to purchase all of the
issued and outstanding shares of common stock, $0.001 par value per share, of Invuity (the Shares), for $7.40 per Share in cash, without interest, and subject to any required withholding of taxes (the Offer Price).
The Offer and withdrawal rights expired at 12:00 midnight Eastern Time at the end of the day on October 22, 2018 (the Expiration
Date). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer, indicated that a total of 19,701,279 Shares were validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration
Date, representing approximately 81.67% of the outstanding Shares. The number of Shares tendered satisfied the condition of the Offer that there be validly tendered and not properly withdrawn prior to the Expiration Date such number of Shares that,
when added to the Shares already owned by Stryker or Purchaser or any other wholly-owned subsidiary of Stryker, constitutes a majority of the then outstanding Shares. All other conditions of the Offer having been satisfied, on October 23, 2018,
Purchaser accepted for payment and will promptly pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.
On
October 23, 2018, Stryker completed its acquisition of Invuity pursuant to the terms of the Merger Agreement. On such date, Purchaser merged with and into Invuity (the Merger), without a vote of the stockholders of Invuity in
accordance with Section 251(h) of the Delaware General Corporation Law (the DGCL), with Invuity continuing as the surviving corporation and a wholly-owned subsidiary of Stryker. As of the effective time of the Merger (the
Effective Time), by virtue of the Merger, each issued and outstanding Share (other than Shares (i) owned by Invuity as treasury stock or owned by Stryker or Purchaser, which Shares were automatically cancelled and retired and ceased
to exist, or (ii) held by any person who was entitled to and has properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was converted into the right to receive an amount equal to the Offer Price, payable to
the holder thereof in cash, without interest. As a result of the Merger, Invuity will cease to be a publicly traded company on the Nasdaq Stock Market (Nasdaq), and Invuity intends to take steps to cause the termination of the
registration of the Shares under the Securities Exchange Act of 1934, as amended (the Exchange Act), and to suspend all of Invuitys reporting obligations under the Exchange Act as promptly as practicable.
The aggregate cash consideration to be paid in the Offer and the Merger is approximately $228.0 million (including payments for options,
restricted stock units and all outstanding principal, interest and other amounts due under the Credit Agreements).
The foregoing
descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to Invuitys Current Report on Form
8-K,
filed with the Securities and Exchange Commission (the SEC) on September 11, 2018, and is incorporated herein by reference.