This Amendment No. 7 (this Amendment) to
Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Wright Medical Group N.V., a public limited liability company organized under
the laws of the Netherlands (the Company), with the U.S. Securities and Exchange Commission (the SEC) on December 13, 2019 (as amended or supplemented from time to time, the
Schedule 14D-9), with respect to the tender offer made by Stryker B.V., a private company with limited liability organized under the laws of the Netherlands (Purchaser), an
indirect, wholly-owned subsidiary of Stryker Corporation, a Michigan corporation (Stryker), to purchase all of the outstanding ordinary shares, par value 0.03 per share, of the Company (the Shares) at a purchase price
of $30.75 per Share without interest and less applicable withholding taxes, payable in cash to the holders thereof (such amount or any higher amount per Share paid pursuant to the Offer (as defined below), the Offer Consideration), on
the terms and subject to the conditions set forth in the Offer to Purchase, dated December 13, 2019 (the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal and, together with the
Offer to Purchase, as each may be amended from time to time, the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (the Schedule TO) filed by Stryker and Purchaser with the SEC on
December 13, 2019, and the Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby
amended or supplemented to the extent specifically provided herein.
Item 8.
|
Additional Information
|
The disclosure in Item 8 of the Schedule 14D-9 under the subheading Foreign Regulatory
Filings under the heading (c) Regulatory Approvals and Other Approvals is hereby amended and supplemented by adding the following paragraph as the second paragraph under the subheading United
Kingdom:
In May 2020, Stryker and Purchaser submitted a merger notice to the CMA. On June 30, 2020, the CMA announced the completion
of its Phase 1 review of the acquisition. The CMA determined that the acquisition could result in a substantial lessening of competition in the market for total ankle replacement prosthesis products in the United Kingdom and will be referred
for a Phase 2 investigation unless the parties offer acceptable undertakings to address the identified concerns. The deadline to propose potential undertakings is July 7, 2020, and the CMA has until July 14, 2020 to accept
(in principle) or reject our proposed undertakings. Stryker and the Company will continue to work cooperatively with the CMA.
2