UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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WRIGHT MEDICAL GROUP N.V.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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This filing contains the following communications, which were issued by Wright Medical Group N.V.
(Wright) on November 4, 2019:
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1.
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Email to Wright Employees from Robert Palmisano, President & Chief Executive Officer of Wright, dated
November 4, 2019
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Investor Presentation of Wright, dated November 4, 2019
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Employee Town Hall Presentation of Wright, dated November 4, 2019
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Letter to Customers of Wright, dated November 4, 2019
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Letter to Suppliers of Wright, dated November 4, 2019
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Letter to International Distributors of Wright, dated November 4, 2019
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Letter to Sales Team Members of Wright, dated November 4, 2019
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Frequently Asked Questions (FAQs) for Employees of Wright, dated November 4, 2019
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-2-
EMPLOYEE EMAIL TO ANNOUNCE TRANSACTION
November 4, 2019
Dear Wright team member,
Today Wright announced an agreement to be acquired by Stryker, one of the worlds leading medical technology companies, for a total equity value of
approximately $4.7 billion, including the value of outstanding convertible notes, and a total enterprise value of approximately $5.4 billion. Both our board of directors and I unanimously believe the opportunities this transaction presents--for our company, our customers, our employees and our shareholders--is tremendous. Attached to this email you will find a copy of the press releases that were issued
today by Wright and by Stryker along with a Frequently Asked Questions document, which we hope will answer some of the questions you may have.
Thus far
in our journey as Wright Medical, we have transformed our business to become the #1 extremities company in the world, with market leading positions in shoulder, foot & ankle and biologics. We have a portfolio of products that have propelled
our business forward, including three of the four PMA-approved products in all of orthopaedics. This is a direct result of your hard work and focus on executing our plans over the last several years. I could
not be more proud of our team and the results we have delivered across our business and functional areas. I am certain that Strykers leadership position, combined with its excellent track record of delivering results in an innovation-led business, its deep expertise in the orthopaedics market and their knowledge of Wright, make them the right company to build on our companys success into the future.
Now I would like to share some insights into this historic development for our company.
Who is Stryker and why are they acquiring Wright?
Stryker is one of the worlds leading medical technology companies offering innovative products and services in Orthopaedics, Medical and Surgical,
and Neurotechnology and Spine that help improve patient and hospital outcomes. With approximately 36,000 employees worldwide, Stryker had 2018 sales of $13.6 billion and has delivered 39 straight years of sales growth. Stryker was also named
one of the 25 Worlds Best Workplaces for the third consecutive year by Fortune, in partnership with Great Place to Work.
Wright brings a
highly complementary product portfolio and customer base to Strykers trauma and extremities business.
Wrights leading
upper extremity portfolio and advanced preoperative planning technology will significantly add to Strykers offering. Additionally, Wrights lower extremity and biologics will complement Strykers portfolio and strengthen the
companys position in this high-growth
segment. Together, this proposed combination offers significant opportunities to advance innovation, improve outcomes and reach more patients.
I have no doubt that your hard work and unwavering commitment to our vision to be Your First Choice in Extremities and Biologics garnered their
admiration and interest in us as a company. Together, by merging our complementary strengths and collective resources into one organization, we will be able to advance our broad platform of extremities technologies as part of a leading global
healthcare products company that shares our vision of delivering breakthrough and innovative surgical solutions for improved patient outcomes. In addition, this transaction provides the opportunity for further innovation to support extremities
market growth and procedure penetration worldwide, while our employees will be afforded the opportunity to be part of a larger organization with greater resources for sustained success in our industry.
Whats next?
First and most importantly, we should
all stay focused on providing high quality products and great service to our customers. Thousands of surgeons and their patients are counting on us every day and we have to continue to support them with the same passion and commitment that we
always do.
At this point in the process, we will now work on obtaining the required regulatory and shareholder approvals necessary to close this
transaction and on planning for the integration. We expect the transaction to close in the second half of 2020. It is very important that you keep in mind that we must operate as independent companies until the transaction closes. Therefore, we
must compete as vigorously as we did before the announcement of the merger. In the coming months, we will be having interactions with Stryker and many of you will have opportunities to interface with members of their team, but there are rules we
must follow on those interactions, so you should not be reaching out directly.
I know I can count on you to focus on our objectives and continue serving
our customers with the same passion and commitment that they have come to expect from Wright. We will make every effort to keep you informed throughout this process with periodic updates.
Stryker investor conference call today
Stryker will hold
a conference call for investors today, beginning at 7:00 AM Central (U.S.) Time. We encourage you to listen to this call to hear from Strykers leadership. This call can be accessed three ways:
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By webcast at Strykers website: www.stryker.com (the call will be archived on the investor relations
page of this site)
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By telephone: The number is
877-702-4565 (U.S.) or 647-689-5532 (International) and be prepared to provide conference
ID number 9898250 to the operator.
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Through an audio replay: A replay of the conference call will be available beginning at 10:30 AM CT on Monday,
November 4, 2019, until 10:59 PM CT, on Monday, November 11, 2019. To hear this recording, dial 800-585-8367 (U.S.) or 416-621-4642 (International) and enter the conference ID number 9898250.
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Wright all-employee conference call today
Following Strykers investor call, I will be hosting an employee conference
call this morning at 9:00 AM Central Time (7:00 AM Pacific Time; 10:00 AM Eastern Time; 2:00 PM Ireland Time; 3:00 PM France Time) just for our company employees, to provide additional information about this proposed transaction and what it means
for you. This call can be accessed three ways:
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By webcast: https://edge.media-server.com/mmc/p/7zhsz4fo
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By telephone: The number is
844-295-9436 (U.S.) or 574-990-1040 (International) and be prepared to provide conference
passcode WRIGHT to the operator.
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Through an audio replay: A replay of the conference call will be available beginning at 1:00 PM CT on Monday,
November 4, 2019, until 1:00 PM CT, on Monday, November 11, 2019. To hear this recording, dial 855-859-2056 (U.S.) or 404-537-3406 (International) and enter the conference ID number 9680687.
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Today and over the
next several days, we will also be hosting Town Hall meetings for employees in Memphis, Arlington, Bloomington, Montbonnot, Cork and other locations. We will also schedule conference calls for our US Upper Extremities, US Lower Extremities
and International Sales Teams. You will be receiving more information about these employee meetings and sales conference calls by separate email.
You
will also have an opportunity to hear from Strykers leadership team at employee meetings in Memphis, Bloomington, Montbonnot and Cork this week. For those of you that are not in one of these locations, the meeting in Memphis will be recorded
and made available to all employees.
Please note that over the coming weeks, you may be contacted by members of the media, financial community or the
general public regarding this transaction. It is very important that you do not comment, and you forward any calls you receive to Julie Dewey, our Chief Communications Officer, at
901-290-5817 or julie.dewey@wright.com.
In closing
Todays announcement marks the culmination of many years of hard work to transform our company to be the #1 extremities company in the world and a major
step forward in our companys history. I am very proud of the progress that Wright has made, and I sincerely thank each of you for your hard work and dedication. You should also be very proud of the fact that the good work we do every day
enhances the lives of thousands of people around the world. I am confident that with Stryker, we can accelerate our ability to positively impact physicians, patients and our employees who have made this possible.
Best regards,
ROBERT PALMISANO | President & Chief Executive Officer
Wright Medical Group N.V.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing
conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Companys shareholders will tender their shares in the
offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that
various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the proposed transaction (or the announcement thereof) on relationships with
associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from the Companys ongoing business operations; changes in the
Companys businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (the
SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K, as well as the Schedule 14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on information currently
available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND
SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time
the tender offer is commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also
intends to file with the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at
julie.dewey@wright.com. In addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary
shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy
statement for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights shareholders generally, by reading the proxy statement
and other relevant documents regarding the transaction which will be filed with the SEC.
Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker Investor Presentation
November 4, 2019
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements that
are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Wright Medical Group N.V. (the Company) and members of its senior management team and can typically be identified by words
such as believe, expect, estimate, predict, target, potential, likely, continue, ongoing, could, should,
intend, may, might, plan, seek, anticipate, project and similar expressions, as well as variations or negatives of these words. Forward-looking statements include,
without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Companys business; the commercial success of the
Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory, cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the
expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned
that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those
currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the
tender offer and other proposed transactions; uncertainties as to how many of the Companys shareholders will tender their shares in the offer or approve the resolutions to be solicited at the extraordinary general meeting (the
EGM); the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed
transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the proposed transaction (or the announcement thereof) on relationships with associates,
customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from the Companys ongoing business operations; changes in the Companys
businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (the SEC) by the
Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the
Schedule 14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any forward-looking
statements. 2
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS The tender offer for Wrights outstanding
ordinary shares referenced herein has not yet commenced. This announcement 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 presentation may be deemed to be
solicitation material in respect of the EGM Proposals (defined below). At the time the tender offer is commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. Wright also intends to file with the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at julie.dewey@wright.com. In
addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO. 3
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 Wrights shareholders in connection with the EGM Proposals. Information about
Wrights directors and executive officers and their ownership of Wrights ordinary shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was filed with the SEC on May 17, 2019.
Information about Strykers directors and executive officers is set forth in the proxy statement for Strykers 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 Wrights directors and executive officers in the transaction, which may
be different than those of Wrights shareholders generally, by reading the proxy statement and other relevant documents regarding the transaction which will be filed with the SEC. 4
Todays Announcement Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker
Purchase Price of $30.75 Per Share in Cash; Total Equity Value of Approximately $4.7 Billion, Including Value of Outstanding Convertible Notes, and Total Enterprise Value of Approximately $5.4 Billion Proposed Acquisition Brings Together Highly
Complementary Product Portfolios and Customer Base 5
Transaction Overview Consideration $30.75 per share in cash Transaction Equity Value ~$4.7 billion,
including the value of outstanding convertible notes, and a total enterprise value of approximately $5.4 billion EV/LTM revenue: 6.0x Premium to Sales Multiple 52% premium over volume-weighted average closing price of Wright ordinary and Stock
Price shares over the thirty calendar days ended October 31, 2019, the last trading day prior to speculation that Wright was exploring a sale of the company. Completion of a tender offer for Wright shares, approval of certain matters by Closing
Conditions Wright shareholders at an extraordinary general meeting of shareholders, clearance by U.S. and certain non-U.S. antitrust regulators and other customary conditions Anticipated Close Second half of
2020, subject to closing conditions Delivering Significant Value to Wright Medical Shareholders 6
Wright at a Glance Recognized Leader in Extremities & Biologics Global Footprint with the largest
specialized direct sales force in the U.S. Broad extremities portfolio Strong R&D pipeline Emphasis on medical education and mobile surgical training 7
Stryker at a Glance One of the worlds leading medical technology companies offering innovative products
and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine. $13.6 billion in annual global sales in 2018 39 straight years of sales growth One of the worlds best workplaces 36,000 employees worldwide
$862 million spent on R&D in 2018 7,784 patents owned globally in 2018 8
Expected Benefits of the Proposed Acquisition Wright will be a significant addition to Strykers
orthopaedics business Expands Strykers existing platform in upper extremities and lower extremities Adds new growth platforms in biologics and digital technologies Leverages combined organizations world-class sales forces and expertise
in developing and marketing innovative products Provides opportunity for further innovation to support extremities market growth and procedure penetration worldwide Combination meaningfully increases ability to ensure we meet needs of clinician
customers around the world and patients they serve 9
Roadmap To Completion Event Execute definitive agreement Solicit tender of shares from Wright shareholders Hold
extraordinary general meeting of shareholders Receive regulatory clearances Close transaction Expected Timeline Completed Tender offer documents to be filed in Q4 2019 Proxy statement for extraordinary general meeting to be mailed to shareholders 1H
2020 Second half of 2020 Second half of 2020 10
A Bright and Exciting Future as Part of Stryker! Offers significant value for the companys stakeholders,
including shareholders, customers and employees Advances our broad platform of upper and lower extremities, biologics and digital technologies with one of the worlds leading medical technology companies Leverages combined organizations
world-class sales forces and expertise in developing and marketing innovative products Provides opportunity for further innovation to support extremities market growth and procedure penetration worldwide 11
For additional information, please contact: Julie Dewey Chief Communications Officer julie.dewey@wright.com
(901) 290-5817 www.wright.com NASDAQ: WMGI 12
Wright and Stryker Proposed Acquisition
Employee Town Hall 3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS This presentation includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Wright Medical Group N.V. (the “Company”) and
members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,”
“continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and
similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Company’s business; the commercial success of the Company’s products, including the ability to achieve wide market acceptance of the Company’s products due to clinical,
regulatory, cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various
closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned
not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ
from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Company’s shareholders will tender their shares in
the offer or approve the resolutions to be solicited at the extraordinary general meeting (the “EGM”); the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the
effects of the proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert management’s
attention from the Company’s ongoing business operations; changes in the Company’s businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time
in documents filed with the Securities and Exchange Commission (the “SEC”) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9, proxy
statement and other documents to be filed by the Company. All forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND
SECURITY HOLDERS The tender offer for Wright’s outstanding ordinary shares referenced herein has not yet commenced. This announcement 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 presentation may be deemed to be solicitation material in respect of the EGM Proposals (defined below). At the time the tender offer is commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO,
and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 the information agent for the tender offer that will be named in
the Tender Offer Statement on Schedule TO.
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’s ordinary shares is set forth in the proxy statement for Wright’s 2019 annual general meeting of
shareholders, which was filed with the SEC on May 17, 2019. 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.
Today’s Announcement Stryker
intends to acquire Wright by purchasing all ordinary shares of Wright Medical through a cash tender offer of $30.75 per share, followed by a corporate reorganization Once the transaction has been completed, Wright will become part of Stryker’s
Orthopaedic business in its Trauma/Extremities segment
Transaction Overview Anticipated Close
Consideration Closing Conditions Second half of 2020, subject to closing conditions $30.75 per share in cash EV/LTM revenue: 6.0x 52% premium over volume-weighted average closing price of Wright ordinary shares over the thirty calendar days ended
October 31, 2019, the last trading day prior to speculation that Wright was exploring a sale of the company. Completion of a tender offer for Wright shares, approval of certain matters by Wright shareholders at an extraordinary general meeting of
shareholders, clearance by U.S. and certain non-U.S. antitrust regulators and other customary conditions ~$4.7 billion, including the value of outstanding convertible notes, and a total enterprise value of approximately $5.4 billion Delivering
Significant Value to Wright Medical Shareholders Transaction Equity Value Premium to Sales Multiple and Stock Price
Stryker at a Glance One of the
world’s leading medical technology companies offering innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine. $13.6 billion in annual global sales in 2018 – 39 straight years of sales growth
One of the world’s best workplaces – 36,000 employees worldwide $862 million spent on R&D in 2018 – 7,784 patents owned globally in 2018 SYK listed on New York Stock Exchange To learn more, please visit www.stryker.com
7
Mission and Values Mission Together with
our customers, we are driven to make healthcare better. Values Integrity - We do what's right People - We grow talent Accountability - We do what we say Performance - We deliver
Why Wright? “This acquisition
enhances our global market position in trauma & extremities, providing significant opportunities to advance innovation, improve outcomes and reach more patients. Wright has built a successful business and we look forward to welcoming their team
to Stryker.” Kevin Lobo Chairman and CEO, Stryker 9
Why Wright? Key Benefits for Stryker
Wright will be a significant addition to Stryker’s orthopaedics business Expands Stryker’s existing platform in upper extremities and lower extremities Adds new growth platforms in biologics and digital technologies Leverages combined
organization’s world-class sales forces and expertise in developing and marketing innovative products Provides opportunity for further innovation to support extremities market growth and procedure penetration worldwide Combination meaningfully
increases ability to ensure we meet needs of clinician customers around the world and patients they serve
Why Stryker? Key Benefits for Wright
Advances our broad platform of extremities and biologics technologies with one of the world’s leading medical technology companies Leverages Wright’s world-class sales organization to better serve and reach more patients and clinicians
Affords Wright employees the opportunity to be part of one of the world’s BEST PLACES to work Together, committed to creating innovative medical solutions for better patient outcomes and delivering value through clinical leadership and
excellence Combination meaningfully increases ability to ensure we meet needs of clinician customers around the world and patients they serve
What’s Next? What Does this Mean
for Wright Employees? A transition period exists between this announcement and Day One when the transaction is closed, which is expected in second half 2020 During the transition period, Wright will continue to operate normally…“business
as usual” Job responsibilities, reporting structure, location, compensation and benefit plans, and stock vesting don’t change due to this announcement during this period Everyone should continue to focus on vital few/operational
objectives and individual goals, and treat Stryker like any other company in the marketplace Integration teams from both companies will be set up to create thoughtful integration plans that foster growth and success, we anticipate a lot of
complementary capabilities More details will be shared as they become available between now and close Vitally important that planning efforts do not distract us from remaining productive and executing on our objectives
Roadmap To Completion Event Expected
Timeline Execute definitive agreement Solicit tender of shares from Wright shareholders Hold extraordinary general meeting of shareholders Receive regulatory clearances Close transaction Completed Tender offer documents to be filed in Q4 2019 Proxy
statement for extraordinary general meeting to be mailed to shareholders 1H 2020 Second half of 2020 Second half of 2020
Our Commitment to You Ongoing,
frequent & timely updates to provide additional information Regular management contact In-person meetings where possible to keep employees informed Written communication as information becomes available Maintain open and transparent
communication Fully dedicated management team to answer your questions Additional resources for employees Press release, Employee FAQs Any member of Executive Staff and your Manager HR representative We will communicate as much as we can, as fast as
we can
A Bright and Exciting Future as Part
of Stryker! Advances our broad platform of upper and lower extremities, biologics and digital technologies with one of the world’s leading medical technology companies Leverages combined organization’s world-class sales forces and
expertise in developing and marketing innovative products Provides opportunity for further innovation to support extremities market growth and procedure penetration worldwide Affords employees the opportunity to be part of one of the world’s
BEST PLACES to work Offers significant value for the company’s stakeholders, including shareholders, customers and employees
Wright and Stryker Proposed
Acquisition Q&A 16
Thank you 17
November 4, 2019
Dear
Valued Wright Customer:
I am excited to share the news that Wright announced a definitive agreement to be acquired by Stryker, one of the worlds
leading medical technology companies. We believe that by becoming part of Stryker, Wright Medical will be positioned better than ever to provide you with a more comprehensive upper extremities, foot and ankle and biologics portfolio of products, as
well as innovative digital technology solutions and enhanced clinical support.
Until the acquisition is finalized, we will continue to support you as
usual and do not anticipate any changes in the near future. Wright and Stryker will continue to operate as separate and independent companies. This means you will continue to count on your existing Wright sales representative or distributor for
support, and you can continue to order products from Wright as you have in the past. You can find more details regarding the proposed acquisition in the attached press release.
I would like to take this opportunity to express my appreciation for your past business and let you know how much all of us here look forward to continuing to
provide the world-class level of service and support that you and your patients have come to expect from Wright Medical. We look forward to building upon our partnership with you and hope you share our enthusiasm about our companys exciting
future.
If you have any immediate questions, please contact your local Wright Medical sales representative, distributor or your local Wright Medical
Customer Service contact.
Sincerely,
Robert J. Palmisano
President
and Chief Executive Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing
conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Companys shareholders will tender their shares in the
offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the
proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from
the Companys ongoing business operations; changes in the Companys businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed
with the Securities and Exchange Commission (the SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the Schedule 14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on
information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time the tender offer is
commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with
the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at
julie.dewey@wright.com. In addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with
the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was
filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy statement
for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights
shareholders generally, by reading the proxy statement and other relevant documents regarding the transaction which will be filed with the SEC.
November 4, 2019
Dear
Valued Supplier,
I am excited to share the news that Wright announced a definitive agreement to be acquired by Stryker, one of the worlds leading
medical technology companies. We believe that by becoming part of Stryker, Wright Medical will be positioned better than ever to provide a more comprehensive upper extremities, foot and ankle and biologics portfolio of products, as well as
innovative digital technology solutions and enhanced clinical support.
Until the acquisition is finalized, we will continue to support you as usual and
do not anticipate any changes in the near future. Wright and Stryker will continue to operate as separate and independent companies. This means we do not expect any changes to our supplier relationships in the near future, and you can continue to
count on your existing Wright relationships for support. You can find more details regarding the proposed acquisition in the attached press release.
We
look forward to continuing to partner with you and hope you share our enthusiasm about our companys exciting future.
If you have any immediate
questions, please contact us.
|
Sincerely,
|
|
|
Robert J. Palmisano
|
President and Chief Executive Officer
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing
conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Companys shareholders will tender their shares in the
offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the
proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from
the Companys ongoing business operations; changes in the Companys businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed
with the Securities and Exchange Commission (the SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the Schedule 14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on
information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time the tender offer is
commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with
the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at
julie.dewey@wright.com. In addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with
the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was
filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy statement for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights shareholders generally, by reading the proxy statement and other relevant documents regarding the transaction
which will be filed with the SEC.
November 4, 2019
Dear
Valued Distributor,
I am excited to share the news that Wright announced a definitive agreement to be acquired by Stryker, one of the worlds leading
medical technology companies. We believe that by becoming part of Stryker, Wright Medical will be positioned better than ever to provide customers with a more comprehensive upper extremities, foot and ankle and biologics portfolio of products, as
well as innovative digital technology solutions and enhanced clinical support.
There are no changes in your current business relationships with Wright
and you should continue to provide your customers with exemplary service and support. Your Wright Medical contact persons remain the same, and you should continue to order products as you have in the past. You can find more details regarding the
proposed acquisition in the attached press release.
Until the acquisition is finalized, which we expect in the second half of 2020, Wright and Stryker
will continue to operate as separate and independent companies. You should avoid engaging Stryker employees beyond relationships that already exist, as your actions may conflict with local anti-competition rules that are in effect until the
acquisition is finalized.
You are a valued partner for our business, I would like to take this opportunity to express my appreciation and hope you share
our enthusiasm about our companys exciting future.
If you have any immediate questions, please contact Steve Wallace, Peter Cooke or your Wright
Medical business partner.
|
Sincerely,
|
|
|
Robert J. Palmisano
|
President and Chief Executive Officer
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing
conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Companys shareholders will tender their shares in the
offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the
proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from
the Companys ongoing business operations; changes in the Companys businesses during the period between now and the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed
with the Securities and Exchange Commission (the SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K, as well as the Schedule 14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on
information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time the tender offer is
commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with
the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at
julie.dewey@wright.com. In addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with
the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was
filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy statement
for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights
shareholders generally, by reading the proxy statement and other relevant documents regarding the transaction which will be filed with the SEC.
November 4, 2019
Dear
Wright Sales Team Member:
I am excited to share the news that Wright announced a definitive agreement to be acquired by Stryker, one of the
worlds leading medical technology companies. We believe that by becoming part of Stryker, Wright Medical will be positioned better than ever to provide customers with a more comprehensive upper extremities, foot and ankle and biologics
portfolio of products, as well as innovative digital technology solutions and enhanced clinical support.
Together, we will offer the most comprehensive
upper and lower extremity product portfolio in the industry and enhancing our ability to provide solutions that enable clinicians to improve quality of life for patients worldwide. The combined company expects to accelerate growth by benefitting
from our combined sales and distribution networks, broad product portfolio and deep customer relationships. As such, we believe this combination will generate long-term value for our customers, our employees, and our shareholders. You can find more
details regarding the proposed acquisition in the attached press release.
Next Steps
We expect the transaction to close in the second half of 2020. It is very important that you keep in mind that we and Stryker must operate as independent
companies until the transaction closes. Therefore, we must compete as vigorously as we did before the announcement of the transaction.
In the coming
weeks, we will form teams to plan our integration and begin preparing for a successful Day One following the close of the transaction, when both businesses begin operating as one company.
We will regularly communicate the integration plans as we move through the process. Wrights Sales Leadership will be in touch within the next few days to
answer any questions that you may have. In the near-term through the closing of the transaction, no significant integration-related changes are expected. It is vitally important that our entire global sales organization continues to focus on
executing sales objectives to minimize revenue disruption and continue to deliver outstanding service to all of our customers. This means that you will continue to work with your existing accounts and manage your current Wright product portfolio
as you do today.
Your sales leadership team will be scheduling a conference call to discuss this proposed transaction with you. Please look for
this meeting notice in your email.
If you have any immediate questions, please feel free to contact Kevin Cordell, Tim Lanier, Patrick Fisher,
Steve Wallace, Peter Cooke or me.
In closing, the combination will bring together two companies with a rich heritage of innovation and represents an
exciting next chapter for our company and for all our Sales Team members and Distributors. We hope you share our enthusiasm about the opportunities ahead.
Sincerely,
Robert J. Palmisano
President
and Chief Executive Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing
conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from
expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the
Companys shareholders will tender their shares in the offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that
various closing conditions for the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any
event, change or other circumstance that could give rise to the termination of the purchase agreement; the effects of the proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or
governmental entities; transaction costs; the risk that the proposed transaction will divert managements attention from the Companys ongoing business operations; changes in the Companys businesses during the period between now and
the closing; risks associated with litigation; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (the SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule
14D-9, proxy statement and other documents to be filed by the Company. All forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to
update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time the tender offer is
commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with
the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting
Wrights investor relations department at julie.dewey@wright.com. In addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the
Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary
shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy
statement for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights shareholders generally, by reading the proxy statement
and other relevant documents regarding the transaction which will be filed with the SEC.
WRIGHT EMPLOYEE FAQs
Key Terms and Definitions
Announcement Day: This is the day that we publicly announced the transaction (Monday, 11/4/19)
Day One: Day One marks the first day that Wright will operate as a subsidiary of Stryker. The actual date for Day One is still to be determined, but it
will be when the transaction closes, which is anticipated in the second half of 2020.
Transition Period: The time period between announcement and
Day One, during which the details of the integration process will be determined.
General & Transaction Rationale
Q1:
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What is the strategic rationale for the deal?
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A1:
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Wright brings a highly complementary product portfolio and customer base to Strykers trauma and
extremities business. With global sales approaching $1 billion, Wright is a recognized leader in the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, which are among the fastest
growing segments in orthopaedics.
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Wrights leading upper extremity portfolio and advanced preoperative planning
technology will significantly add to Strykers offering. Additionally, Wrights lower extremity and biologics will complement Strykers portfolio and strengthen the companys position in this high-growth segment.
Q2:
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Who is Stryker and why are they acquiring Wright?
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A2:
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Stryker is one of the worlds leading medical technology companies offering innovative products and
services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. With approximately 36,000 employees worldwide, Stryker had 2018 sales of $13.6 billion and has delivered 39 straight
years of sales growth. Stryker was also named one of the 25 Worlds Best Workplaces for the third consecutive year by Fortune, in partnership with Great Place to Work.
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Wrights products complement Strykers existing orthopaedic product offering. The combination of offerings and Wrights broad
platform of upper extremities, lower extremities and biologics with Strykers current product line puts the combined company at the forefront of orthopaedic solutions.
Your hard work and unwavering commitment to our vision to be Your First Choice in
Extremities and Biologics garnered Strykers admiration and interest in us as a company. Together, by merging our complementary strengths and collective resources into one organization, we will now be able to advance our broad platform of
extremities technologies with a leading global healthcare products company that shares our vision of delivering breakthrough and innovative surgical solutions for improved patient outcomes. In addition, this combination provides the opportunity for
further innovation to support extremities market growth and procedure penetration worldwide, while our employees are afforded the opportunity to be part of a larger organization with greater depth of resources for sustained success in our industry.
Q3:
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Why is Wright selling at this time?
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A3:
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We believe that Strykers offer represents compelling value for Wrights shareholders and that
the completed transaction will result in important benefits supporting long-term growth and providing value for our customers, their patients and our employees.
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Q4:
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What are the deal terms?
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A4:
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Stryker has agreed to acquire Wright in an all-cash transaction
with a total equity value of approximately $4.7 billion, including the value of convertible notes, and a total enterprise value of approximately $5.4 billion.
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We expect the transaction to close in the second half of 2020.
Q5:
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What are the transition plans? What is the timeline for combining the business operations of both companies?
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A5:
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A transition planning process is underway to determine the path forward and ensure a successful Day One. We are
highly focused on ensuring that no business momentum is lost during the transition period. Until the transaction closes, Wright and Stryker must operate as two separate companies. A management team comprised of members from both companies will
carefully plan so there will be a smooth transition when the transaction closes.
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Q6:
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Will more information be available for the transaction?
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A6:
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Stryker will be filing a Tender Offer Statement on Schedule TO and Wright will be filing a
Solicitation/Recommendation Statement on Schedule 14D-9 in the coming weeks. Wright also intends to file a proxy statement in connection with an extraordinary general meeting of shareholders of Wright, at
which the Wright shareholders will vote on certain proposed resolutions in connection with the transaction. These documents will provide more information on the transaction.
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Wright Employee FAQs
Q7:
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Will I have a job? Will there be any
reduction-in-force because of the transaction?
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A7:
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Until the transaction closes, it is business as usual.
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The integration to combine our current operations will involve detailed planning and deliberation. To support this integration, we have
launched a rigorous planning process to determine our path to the future and plan out the details. Some employees may be asked to serve on integration planning teams. During the integration process, we will continue to operate as before, without
interruption and with the same high level of service and support for the customers we serve.
It is critical that you continue to focus on
achieving previously communicated business objectives and your individual performance goals. As the transition period progresses, we will continue to share further communications with you regarding potential changes, if any. Please recognize that we
might not have all of the answers yet; however, we intend to communicate any information and updates as quickly as possible.
Q8:
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Will this affect my employment contract or compensation?
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A8:
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At this time, there are no immediate changes to your contract or compensation. Leadership and the
dedicated integration teams will be focused on developing integration plans addressing many important questions, such as this one.
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Additional information will be provided in the upcoming weeks. Wright and Stryker intend to follow the legally required processes in all
countries in order to comply with the law in each jurisdiction.
Q9:
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What will happen to the Wright base pay, bonus and benefits (including health and welfare, paid time off,
retirement, etc)? Any immediate changes? Changes after the transaction closes?
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A9:
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Prior to close of the transaction, no changes due the transaction are anticipated. Both companies are
committed to providing a competitive compensation and benefits package that will allow them to continue to attract and retain great talent. This has been a keystone of success at both organizations. Stryker recognizes the value that Wright employees
bring. A comprehensive Total Rewards analysis will be conducted and as the closing of the transaction approaches, more information will be communicated to Wright employees as to the integration and transition of benefit plans and offerings.
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Q10:
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What will happen to my PTO after the close of the acquisition?
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A10:
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The current PTO Policy will stay as is through the close of the acquisition. More information on after
close benefits will be communicated prior to the close.
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Q11:
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Will the employee Incentive Bonus Plan change after the close of the acquisition?
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A11:
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The employee Incentive Bonus Plan will stay as is communicated by Wright through the close of the
acquisition. More information on after-close incentive bonus plans will be communicated prior to or right after the close.
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Q12:
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Will employment tenure at Wright be recognized by Stryker?
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A12:
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Yes, eligible service with Wright including prior service with predecessor employers where such prior
service is recognized by Wright, will be recognized by Stryker for purposes of vacation and certain other benefit plans and programs.
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Q13:
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What happens if my employment is terminated prior to the close of the transaction?
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A13:
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For terminations prior to close of the transaction, the conditions for termination currently in place by
Wright at that time prevail.
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Q14:
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Will Wright stay in its current locations? Will employees from Stryker move to Wright?
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A14:
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It is expected that Wright will remain in its current locations until closing. Stryker may consider
moving employees from other sites into Wright as part of the integration plan.
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Q15:
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When will we hear about the new Senior Leadership Team and where will they be located?
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A15:
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Until the transaction closes, Wright and Stryker will continue to operate separately. Until the
transaction is completed, Wright expects no significant change in its existing operations. Each company will operate independently until the acquisition closes.
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Q16:
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Is my manager changing today?
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A16:
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No. Today, current reporting relationships will stay the same; you will continue to report to your
current manager unless you are notified otherwise.
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Q17:
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Is the success of the planned acquisition based on synergies? If so, what are the synergy plans?
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A17:
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This is a complementary transaction that is based on growth. However, once we finalize the business
strategy of the combined company, there will likely be certain operational overlaps and opportunities to drive operational efficiencies.
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Q18:
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Prior to the close, should I do anything different in my job?
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A18:
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No. It is business as usual.
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Q19:
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Prior to close, how should I interact with Stryker employees?
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A19:
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Before close, you should treat Stryker employees as you would any other person at another company. You
must not share confidential or proprietary information and should continue to compete as normal in the market.
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Q20:
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What happens to our stock options, restricted stock units and performance stock units?
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A20:
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Until the proposed transaction closes, equity awards generally continue to vest according to their
terms. Unexercised options that are in-the-money, both vested and unvested, will fully vest at close and be canceled in exchange for a cash payment. All unvested
Restricted Stock Units and Performance Share Units will vest at close and be canceled in exchange for a cash payment as well. As we get closer to the closing date, employees with vested and unvested equity positions will be contacted with additional
details on how these awards will be treated under the terms of the transaction.
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Q21:
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How and when will we determine our 2019 Incentive plan payout?
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A21:
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Our previously established 2019 incentive plan will remain in place.
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Q22:
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How will we determine 2020 incentive plan metrics?
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A22:
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Similar to years past, we will determine the set of metrics that will define our incentive plan when we
enter 2020.
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Q23:
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What happens to our Vital Few initiatives?
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A23:
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This proposed transaction will have no impact on our previously established vital few initiatives.
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Q24:
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Who can I go to with questions related to Human Resources?
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A24:
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Please continue to use your current contacts for HR-related
questions such as benefits, policies, time off plans, and disability. You can also contact your supervisor or find human resources information on your intranet site.
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Q25:
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Will the integration affect the employee stock purchase plan?
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A25:
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There will be no changes to existing employee stock purchase programs through the end of the current
offering period ending December 31, 2019, after which further offering periods will not commence.
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Q26:
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Will the performance management process change?
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A26:
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Until the transaction is closed, the process for managing performance will remain the same. Please
continue to deliver on your individual goals identified during the annual goal-setting process.
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Q27:
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Will the current educational assistance program at Wright be impacted?
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A27:
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Until the transaction is closed, there are no changes anticipated to the educational assistance program
in place. Following the close, any changes will be communicated as they become available.
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Q28:
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Will my pension/retirement/401(k) program be affected?
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A28:
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Until the transaction is closed, there are no changes anticipated to existing pension/ retirement
programs (including 401(k) plans in the U.S.). Following the close, any changes will be communicated as they become available.
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Q29:
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I am a hiring manager and have an open position on my team. Should I still fill this position?
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A29:
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Current restrictions on hiring already exist, so please review your openings with your local HR and
leadership team for further direction.
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Q30:
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Is there any change to severance practices through the transition period?
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A30:
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Until the transaction is closed, no changes are expected to the existing severance practices. Following
the close, any changes will be communicated as they become available.
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Q31:
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Will I need to relocate?
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A31:
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Until the transaction is closed, no changes to location are anticipated. Following the close, any
changes will be communicated as they become available.
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Q32:
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Who will I report to? Will my sales VP/Director/Manager change?
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A32:
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It is business as usual for our distribution network and for our surgeons.
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When the transaction is closed, we will speak with you further about the integration process, including any potential changes to reporting
structures.
It is important that this combination does not disrupt our business and our surgeons practice.
It is imperative that we maintain our high levels of customer service and handle these situations professionally as we work through any issues.
Q33:
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Does Stryker offer training and professional development opportunities?
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A33:
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Stryker offers robust and comprehensive training and professional development programs. They have been
recognized numerous times as one of the Worlds Best Places to Work.
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Q34:
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Are there other possible career opportunities for Wright employees at Stryker?
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A34:
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Stryker is a medical technology industry leader with approximately 36,000 employees worldwidewhich
means that there are many great opportunities for career advancement around the globe.
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Q35:
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How will Wright notify our customers, suppliers and distributors?
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A35:
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Wright will be sending a letter to customers, distributors and suppliers to notify them about the
transaction.
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Q36:
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What should Wright Customer Service tell callers who ask about the transaction?
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A36:
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General callers: Wright Medical and Stryker have agreed to merge, creating the premier X company.
A press release has been issued regarding the transaction and is posted on the Wright website. How may I direct your call?
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If a customer or vendor makes an inquiry, handle or refer call as usual.
If you are contacted by anyone from the media or from the investment community, please direct all inquiries to Julie Dewey, at
julie.dewey@wright.com or +1.901.290.5817.
Q37:
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What should I do if someone from the news media or investment community contacts me?
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A37:
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Please do not make any comment and direct these inquiries to Julie Dewey, at julie.dewey@wright.com or 901-290-5817.
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Q38:
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What should I do if I have questions?
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A38:
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Please contact your direct manager and/or your HR contact. Alternatively, Wright employees can email
general questions relating to this transaction to Julie Dewey at julie.dewey@wright.com or HR-related questions to Drew Morton at drew.morton@wright.com. Best efforts will be made to answer questions in a
timely and informative manner.
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U.S. and International Sales
Q39:
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Will my territory or quota change?
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A39:
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Until the transaction closes, it is business as usual for our sales and distribution network. It is
imperative that we maintain our high levels of customer service.
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When the transaction is closed, we will speak with you
further about the integration process, including any potential changes to territories or quotas.
It is important that this combination does not disrupt our business and our surgeons
practice.
Q40:
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What should we expect about the sales force organization structure?
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A40:
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Until the proposed transaction closes, it is business as usual. The most important thing is having the
right people in the right positions to grow our business and provide high-quality service to our customers. We will continue to invest in sales training and expand our offerings to allow for personal and professional development of all our dedicated
sales professionals. Prior to the close of the transaction, an integration team will be working to identify how to best leverage each companys strengths and bring our companies together.
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Q41:
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How will this transaction affect Wrights relationship with its customers?
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A41:
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This transaction should help Wright to better meet the needs of its customers and help customers to have
even more choices in the treatment of their patients. Strykers strategy is to offer broad and technologically advanced product lines to treat extremities.
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Wright is, and must remain, an independent operating company through completion of the transaction.
Customer/Distributor FAQs
Q42:
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What changes are taking place at Wright and how will I (customers/ distributors) be affected by this
transaction?
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A42:
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We want to reassure you that both Wright and Stryker are committed to providing a seamless integration,
and that our primary focus is to ensure that you continue to receive the same level of high-quality service from committed team members.
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We expect your experience to be enhanced once we have completed the integration process, as the combined businesses will be even better
positioned to help you meet your needs through more focused attention and investment.
Q43:
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Do I still deal with Wright or with Stryker?
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A43:
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It is business as usual for our distribution network and for our surgeons. It is important that this
transaction does not disrupt our business and our surgeons practice. Until the transaction closes, there are no changes to how we do business.
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As we integrate our sales organizations, it is imperative that we maintain our high levels of customer service and handle these situations
professionally as we work through any issues.
Q44:
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Will the sales territories or regions change at Wright?
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A44:
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In the short term after we complete the closing of the transaction, we do not expect any changes. As we
integrate our sales organizations, it is imperative that we maintain our high levels of customer service and handle these situations professionally as we work through any issues.
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Q45:
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Who will be my account manager/ customer service representative?
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A45:
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Your current account managers and customer service reps are not expected to be changing through the
transition period.
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Q46:
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How will I place my orders?
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A46:
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The way you place orders will not change. Both Wright and Stryker will work with your organization to
determine any potential changes after Day One.
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Q47:
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How will I submit a rebate or a charge-back?
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A47:
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Please continue to submit charge-backs and rebates the way you do today through the end of the
transition period. We will communicate any potential post-Day One changes.
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Q48:
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How will I be invoiced?
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A48:
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You will receive invoices as you do today. Both Wright and Stryker will work with your organization to
determine how invoices will be presented after Day One.
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Q49:
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How will I return product?
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A49:
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Return product as you do today. Any potential changes will be communicated prior to enforcing the
aligned policies.
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Q50:
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Will my price/contract change?
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A50:
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No, prices are not expected to change solely as a result of the integration. Prices will continue to be
driven by the market. In addition, through the transition period, no changes are expected to the current terms and conditions specified in your existing contract with Wright.
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Q51:
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Will the product look different?
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A51:
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For the time being, product labels will remain the same. In time, labels may change to reflect the
integration through a phased approach with some products changing before others spread out over time. Any changes planned for post-Day One will be communicated prior to any them taking place.
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Q52:
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Will products continued to be manufactured in the U.S.?
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A52:
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Yes. All products will be manufactured in the same manner that they have been in the past. We are not
changing our production facilities during this transition period. Any potential changes planned for Day One will be communicated as soon as possible.
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Q53:
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Will shipping/ product delivery times be changing?
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A53:
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Products will be shipped in the same manner that they have in the past. We are not changing our shipping
process during this transition period.
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Q54:
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How long will the transition period last?
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A54:
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Wright and Stryker are committed to minimizing disruption to customers during the integration process.
While the exact date for the completion of the transition process is not known, we expect the deal to close at the end of 2020. We will share information as we are able throughout this process.
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Q55:
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Do you anticipate any challenges during the transition period?
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A55:
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Wright and Stryker are working together to ensure that the integration is not disruptive to customers.
If you have any concerns, please contact your existing Account Manager or Customer Service contact at Wright.
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Q56:
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Will distributors be getting both Stryker and Wright lines?
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A56:
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As we go through the integration planning, we will update you. It is important that this transaction
does not disrupt our business and our surgeons practice.
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When the transaction is closed, we will speak with you
further about the integration process, including the lines you will carry.
It is imperative that we maintain our high levels of customer
service and handle these situations professionally as we work through any issues.
. Vendors/Suppliers FAQs
Q57:
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What changes are taking place at Wright and how will I (vendors/suppliers) be affected by this transaction?
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A57:
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Both Wright and Stryker are publicly traded medical device companies focused on providing solutions for
the Orthopaedic market.
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Business continuity is a top priority for leadership and our integration planning teams. WE
dont anticipate that our vendors and suppliers will be substantially affected as we integrate into Stryker. This announcement does not affect the amount or quality of product that we manufacture, and our suppliers will continue to play an
important role in our business as we execute on our mission of bringing high-quality products to our customers while delivering exceptional customer service.
Q58:
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Will my contract change? Can we set up a meeting to renegotiate existing contracts?
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A58:
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No changes are expected to the current terms and conditions specified on your existing contact with
Wright during the transition period prior to the close. Through the transition period, contract renegotiation will likely not be required as the business will operate per usual. After the deal closes, both companies will work with you through your
existing sales contact to review existing contracts and establish new or cloned contracts as necessary.
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Q59:
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Will there be any change to my current contact person at Wright?
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A59:
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Your current contacts at Wright are not expected to change during the transition period. You will be
able to communicate and work with them in the same way as in the past.
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Q60:
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Will there be any changes to payment processes?
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A60:
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There will be no changes to payment of invoices during the transition period. Any potential post-Day One changes will be communicated as this information becomes available.
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Q61:
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How do I go about establishing a new relationship with Stryker moving forward?
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A61:
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After the deal is closed on Day One, you will have the opportunity to establish future strategic
relationships with the combined company. In the meantime, please continue to work through your existing sales contacts.
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Q62:
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Can I get a comprehensive list of facilities, locations, and contacts?
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A62:
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We are unable to share a comprehensive list of our facilities, locations or contacts.
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Please continue to work with us through your existing contact at Wright.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ
materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current
expectation of the Company and members of its senior management team and can typically be identified by words such as believe, expect, estimate, predict, target, potential,
likely, continue, ongoing, could, should, intend, may, might, plan, seek, anticipate, project and similar
expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the proposed transaction, prospective performance, future plans, events, expectations, performance,
objectives and opportunities and the outlook for the Companys business; the commercial success of the Companys products, including the ability to achieve wide market acceptance of the Companys products due to clinical, regulatory,
cost reimbursement and
other issues; filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction
considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could
cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and other proposed transactions; uncertainties as to how many of the Companys
shareholders will tender their shares in the offer or approve the resolutions to be solicited at the extraordinary general meeting (the EGM); the possibility that various closing conditions for the proposed transaction may not be
satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the
termination of the purchase agreement; the effects of the proposed transaction (or the announcement thereof) on relationships with associates, customers, other business partners or governmental entities; transaction costs; the risk that the proposed
transaction will divert managements attention from the Companys ongoing business operations; changes in the Companys businesses during the period between now and the closing; risks associated with litigation; and other risks and
uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission (the SEC) by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9, proxy statement and other documents to be filed by the Company.
All forward-looking statements are based on information currently available to the Company, and the Company assumes no obligation to update any forward-looking statements.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
The tender offer for Wrights outstanding ordinary shares referenced herein has not yet commenced. This announcement 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). At the time the tender offer is
commenced, Stryker will file with the SEC a Tender Offer Statement on Schedule TO, and Wright will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Wright also intends to file with
the SEC a proxy statement in connection with the EGM, 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 EGM. 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) WHEN SUCH DOCUMENTS BECOME AVAILABLE, 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 SECs website at www.sec.gov. Copies of the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers 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 Wrights website, www.wright.com, or by contacting Wrights investor relations department at julie.dewey@wright.com. In
addition, Wright shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement on Schedule TO.
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 Wrights shareholders in connection with the EGM Proposals. Information about Wrights directors and executive officers and their ownership of Wrights ordinary
shares is set forth in the proxy statement for Wrights 2019 annual general meeting of shareholders, which was filed with the SEC on May 17, 2019. Information about Strykers directors and executive officers is set forth in the proxy
statement for Strykers 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 Wrights directors and executive officers in the transaction, which may be different than those of Wrights shareholders generally, by reading the proxy statement
and other relevant documents regarding the transaction which will be filed with the SEC.
Wright Medical Group NV (NASDAQ:WMGI)
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