MAKO Surgical Corp. Announces Definitive Agreement to Be Acquired by Stryker Corporation for $30 per Share in Cash
September 25 2013 - 8:00AM
MAKO Surgical Corp. (Nasdaq:MAKO) today announced a definitive
agreement with Stryker Corporation (NYSE:SYK), by which Stryker
will acquire all of the outstanding shares of MAKO for $30.00 per
share in cash, for an aggregate purchase price of approximately
$1.65 billion.
"The combination of Stryker's established industry leadership
with MAKO's innovative products and people contains the power to
positively transform orthopedics," said Maurice R. Ferré, M.D.,
President and Chief Executive Officer. "It is with this in mind
that MAKO's board of directors unanimously voted to recommend that
MAKO's shareholders vote in favor of it."
"MAKO has established a compelling technology platform in
robotic assisted surgery which we believe has considerable long
term potential in joint reconstruction," said Kevin A. Lobo,
President and Chief Executive Officer. "The acquisition of MAKO
combined with Stryker's strong history in joint reconstruction,
capital equipment (operating room integration and surgical
navigation) and surgical instruments will help further advance the
growth of robotic assisted surgery. Our combined expertise offers
the potential to simplify joint reconstruction procedures, reduce
variability and enhance the surgeon and patient experience. We look
forward to welcoming the MAKO team to Stryker."
The transaction is subject to customary closing conditions,
including MAKO stockholder approval.
In connection with this transaction, J.P. Morgan is acting as
financial advisor and Wachtell, Lipton, Rosen & Katz and Foley
& Lardner LLP are acting as legal advisors to MAKO.
About MAKO
MAKO Surgical Corp. is a medical device company that markets its
RIO® Robotic-Arm Interactive Orthopedic system, joint specific
applications for the knee and hip, and proprietary RESTORIS®
implants for orthopedic procedures called MAKOplasty®. The RIO is a
surgeon-interactive tactile surgical platform that incorporates a
robotic arm and patient-specific visualization technology, which
enables precise, consistently reproducible bone resection for the
accurate insertion and alignment of MAKO's RESTORIS implants. The
MAKOplasty solution incorporates technologies enabled by an
intellectual property portfolio including more than 300 U.S. and
foreign, owned and licensed, patents and patent applications.
Additional information can be found at www.makosurgical.com.
Forward-Looking Statements
This press release contains forward-looking statements
regarding, among other things, statements related to expectations,
goals, plans, objectives and future events. MAKO intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E
of the Securities Exchange Act of 1934 and the Private Securities
Reform Act of 1995. In some cases, forward-looking statements can
be identified by the following words: "may," "will," "could,"
"would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "potential,"
"continue," "ongoing," "outlook," "guidance" or the negative of
these terms or other comparable terminology, although not all
forward-looking statements contain these words. The forward-looking
information and statements are or may be based on a series of
projections and estimates and involve risks and
uncertainties. These risks and uncertainties include such
factors as: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the failure to obtain MAKO shareholder approval or
the failure to satisfy any of the other closing conditions, (3)
risks related to disruption of management's attention from MAKO's
ongoing business operations due to the transaction and (4) the
effect of the announcement of the transaction on the ability of
MAKO to retain and hire key personnel and maintain relationships
with its customers, suppliers and others with whom it does
business, or on its operating results and business
generally. Additional risks are described under Item 1A, "Risk
Factors," in MAKO's periodic filings with the Securities and
Exchange Commission, including MAKO's annual report on Form 10-K
for the year ended December 31, 2012 filed on February 28, 2013.
Given these uncertainties, undue reliance should not be placed on
these forward-looking statements. MAKO does not undertake any
obligation to release any revisions to these forward-looking
statements publicly to reflect events or circumstances after the
date of this press release or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find It – MAKO
Surgical Corp.
This press release does not constitute a solicitation of any
vote or approval. In connection with the proposed transaction, MAKO
will file with the Securities and Exchange Commission (the "SEC")
and mail or otherwise provide to its shareholders a proxy statement
regarding the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, MAKO'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders
may obtain a free copy of the proxy statement and other documents
that MAKO files with the SEC (when available) from the SEC's
website at www.sec.gov and MAKO's website at www.makosurgical.com.
In addition, the proxy statement and other documents filed by MAKO
with the SEC (when available) may be obtained from MAKO free of
charge by directing a request to MAKO Surgical Corp., Investor
Relations Department, 2555 Davie Road, Ft. Lauderdale, Florida
33317, 954-628-1706.
MAKO and its directors, executive officers and employees may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from MAKO's shareholders with respect to the proposed
acquisition of MAKO by Stryker. Security holders may obtain
information regarding the names, affiliations and interests of such
individuals in MAKO's Annual Report on Form 10-K for the fiscal
year ended December 31, 2012, and its definitive proxy statement
for the 2013 annual meeting of shareholders. Additional information
regarding the interests of such individuals in the proposed
acquisition of MAKO by Stryker will be included in the proxy
statement relating to such acquisition when it is filed with the
SEC. These documents may be obtained free of charge from the SEC's
website at www.sec.gov and MAKO's website at
www.makosurgical.com.
CONTACT: MAKO Surgical Corp.
954-628-1706
investorrelations@makosurgical.com
or
Westwicke Partners
Mark Klausner
443-213-0500
makosurgical@westwicke.com
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