WMGI Wright Medical Group NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Rule 14d-100)

(Amendment No. 12)

Wright Medical Group N.V.

(Name of Subject Company (Issuer))

Stryker B.V.

(Offeror)

a direct, wholly owned subsidiary of

Stryker Delaware, Inc.

(Parent of Offeror)

a direct, wholly owned subsidiary of

Stryker Corporation

(Ultimate Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer, or other person))

Ordinary shares, par value €0.03 per share

(Title of Class of Securities)

N96617118

(CUSIP Number of Class of Securities)

Robert S. Fletcher

Vice President, Chief Legal Officer

Stryker Corporation

2825 Airview Boulevard

Kalamazoo, Michigan 49002

+1 (269) 385-2600

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Richard C. Witzel, Jr.

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

+1 (312) 407-0700

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

All information contained in the Offer to Purchase and the Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference into all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 through 11.

The terms of the Offer have been changed to eliminate the procedures for guaranteed delivery described in the initial Offer to Purchase. Accordingly, Wright shareholders may not tender Shares to Purchaser pursuant to the Offer through guaranteed delivery procedures and will not be able to tender shares using a Notice of Guaranteed Delivery. Instead, Wright shareholders who wish to tender Shares to Purchaser pursuant to the Offer must (i) make their certificates available to the Depositary or comply with the procedures for book-entry transfer, as applicable, and (ii) deliver any other required documents to the Depositary, in each case prior to the Expiration Time (or, if the tender is made during any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period, prior to the expiration of the Subsequent Offering Period or, if applicable, the Minority Exit Offering Period).

All references in the Offer to Purchase, the Letter of Transmittal, the Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (Exhibit (a)(1)(D) to the Schedule TO) and the Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (Exhibit (a)(1)(E) to the Schedule TO) to procedures for guaranteed delivery for tendering Shares pursuant to the Offer and to the Notice of Guaranteed Delivery or any form thereof are hereby deleted in their entirety, and such documents are hereby further amended to reflect necessary conforming changes in light of such deletions. As a result of these deletions and amendments, the disclosure in the Offer to Purchase under the heading “Tenders” in Section 3—“Procedures for Accepting the Offer and Tendering Shares” now reads in its entirety as follows:

Tenders. In order for Shares to be validly tendered pursuant to the Offer, Wright shareholders must follow these procedures:

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The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, stating that DTC has received an express acknowledgment from the participant in DTC tendering Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.

Please contact Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”) for assistance.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM), which approval has been obtained, and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser will complete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary of Wright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and into a Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving the merger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less any withholding taxes required to be withheld under applicable tax law. In addition, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Dutch legislative proposal providing for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers were enacted in the form it is on the date of the Mergers. See Section 5B. — “Certain Dutch Tax Consequences — Certain Other Dutch Tax Aspects Specific to the Offer and the Post-Offer Reorganization—Mergers.” Upon completion of the Mergers, Wright will be an indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

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If I decide not to tender my shares and the Mergers are consummated, will the amounts payable to me be subject to Dutch withholding tax?

Based on current Dutch tax law, the Mergers should in principle not qualify as a taxable event for purposes of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965) and should therefore not be subject to Dutch dividend withholding tax (dividendbelasting). This has been confirmed in a formal tax ruling. However, a legislative proposal (the Emergency Act on Conditional Final Dividend Withholding Tax Levy (Spoedwet conditionele eindafrekening dividendbelasting); hereafter referred to as the “Proposal”) has been submitted to the Dutch parliament providing inter alia for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers. If the Proposal is enacted in its current form, Dutch dividend withholding tax (dividendbelasting) would retroactively become due in respect of any cash compensation payable upon completion of the Mergers to any Wright shareholders who did not tender their Shares pursuant to the Offer and who did not exercise any Merger Withdrawal Right (as defined below). Such withholding tax would be imposed at the statutory rate of 15% to the extent that the amount of the cash compensation exceeds the average paid-in capital on the Shares as recognized for Dutch dividend withholding tax purposes, subject to any exemption, reduction or refund that may be available to such non-tendering Wright shareholders. To take into account such potential withholding obligation, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Proposal or any replacement legislative proposal with substantially the same scope were enacted in the form it is on the date of the Mergers. As a result, the net amount received by such non-tendering Wright shareholders may be lower than the amount that they would have received had they tendered their Shares pursuant to the Offer.

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If, after completion of the Mergers, Stryker and Purchaser determine in good faith (having obtained advice from outside tax counsel) that: (i) Dutch dividend tax withholding by Wright, Wright Luxembourg, Wright Bermuda or its respective legal successor (rechtsopvolger) was required in connection with the Mergers, Stryker and Purchaser will cause the amounts so withheld to be remitted to the appropriate Dutch governmental authority; or (ii) no Dutch dividend tax withholding by Wright, Wright Luxembourg, Wright Bermuda or its respective legal successor (rechtsopvolger) was required in connection with the Mergers, Stryker and Purchaser will cause the amounts so withheld to be remitted to the former Wright shareholders from whom such amounts were withheld. The right to any remittance set forth under point (ii) above, shall be personal to each such former Wright shareholder and shall not be assignable or otherwise transferable for any reason (except by will or by the operation of the laws of descent after the death of a natural holder thereof). Any attempted transfer of such right by any holder thereof (other than as permitted by the preceding sentence) shall be null and void.

See Section. —“Certain Dutch Tax Consequences — Certain Other Dutch Tax Aspects Specific to the Offer and the Post-Offer Reorganization—Mergers” for a more detailed discussion of the Dutch tax consequences of the Mergers.

A U.S. Holder may be subject to Dutch dividend withholding tax (dividendbelasting), as further described in Section 5B. — “Certain Dutch Tax Consequences — Certain Other Dutch Tax Aspects Specific to the Offer and the Post-Offer Reorganization—Asset Sale and Liquidation; Mergers.”

Based on current Dutch tax law, the Mergers should in principle not qualify as a taxable event for purposes of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965) and should therefore not be subject to Dutch dividend withholding tax (dividendbelasting). This has been confirmed in a formal tax ruling. However, a legislative proposal (the Emergency Act on Conditional Final Dividend Withholding Tax Levy (Spoedwet conditionele eindafrekening dividendbelasting); hereafter referred to as the “Proposal”) has been submitted to the Dutch parliament providing inter alia for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers. If the Proposal is enacted in its current form, Dutch dividend withholding tax (dividendbelasting) would retroactively become due in respect of any cash compensation payable upon completion of the Mergers to any Wright shareholders who did not tender their Shares pursuant to the Offer and who did not exercise any Merger Withdrawal Right (as defined below). Such withholding tax would be imposed at the statutory rate of 15% to the extent that the amount of the cash compensation exceeds the average paid-in capital on the Shares as recognized for Dutch dividend withholding tax purposes, subject to any exemption, reduction or refund that may be available to such non-tendering Wright shareholders. Furthermore, although the non-tendering Wright shareholders would be the taxpayers for such Dutch dividend withholding tax, Wright, Wright Luxembourg or Wright Bermuda may become obligated to withhold the Dutch dividend withholding tax pursuant to the Proposal. Consequently, to take into account such potential withholding obligation, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Proposal or any replacement legislative proposal with substantially the same scope were enacted in the form it is on the date of the Mergers. If, after completion of the Mergers, Stryker and Purchaser determine in good faith (having obtained advice from outside tax counsel) that:

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The right to any remittance set forth under point (ii) above, shall be personal to each such former Wright shareholder and shall not be assignable or otherwise transferable for any reason (except by will or by the operation of the laws of descent after the death of a natural holder thereof). Any attempted transfer of such right by any holder thereof (other than as permitted by the preceding sentence) shall be null and void.

If the Dutch Exit Tax applies, the net amount received by such non-tendering Wright shareholders may be lower than the amount that they would have received had they tendered their Shares pursuant to the Offer.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM), which approval has been obtained, and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser will complete a series of mergers whereby (i) Wright will merge with and into Wright Luxembourg with Wright Luxembourg surviving the merger, (ii) Wright Luxembourg will merge with and into Wright Bermuda with Wright Bermuda surviving the merger and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger. Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less any withholding taxes required to be withheld under applicable tax law. In addition, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Dutch legislative proposal providing for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers were enacted in the form it is in on the date of the Mergers. See Section 5B—“Certain Dutch Tax Consequences —Certain Other Dutch Tax Aspects Specific to the Post-Offer Reorganization — Mergers”.

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Upon completion of the Mergers, Wright will be an indirect wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM), which approval has been obtained, and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser will complete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary of Wright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and into a Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving the merger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less any withholding taxes required to be withheld under applicable tax law. In addition, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Dutch legislative proposal providing for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers were enacted in the form it is on the date of the Mergers. See Section 5B—“Certain Dutch Tax Consequences — Certain Other Dutch Tax Aspects Specific to the Offer and the Post-Offer Reorganization—Mergers.” Upon completion of the Mergers, Wright will be an indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM), which approval has been obtained, and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser will complete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary of Wright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and into a Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving the merger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest

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and less any withholding taxes required to be withheld under applicable tax law. In addition, Stryker and Purchaser intend to deduct and withhold an amount equal to the Dutch dividend withholding tax that would become due if the Dutch legislative proposal providing for the imposition of Dutch dividend withholding tax (dividendbelasting) in connection with certain cross-border mergers were enacted in the form it is on the date of the Mergers. See Section 5B—“Certain Dutch Tax Consequences — Certain Other Dutch Tax Aspects Specific to the Offer and the Post-Offer Reorganization—Mergers.” Upon completion of the Mergers, Wright will be an indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 9, 2020

Stryker B.V.