Stryker announces intention to complete acquisition of Wright Medical

Rhea-AI Summary

Stryker announced its intent to complete the acquisition of Wright Medical Group, with approximately 96% of shares validly tendered as of November 10, 2020. The cash tender offer for Wright's shares expired on the same day, and Stryker plans to accept all validly tendered shares on November 11, 2020, following the specified purchase agreement. This strategic acquisition is expected to enhance Stryker's market position and product offerings in the medical technology field.

Positive

• Acquisition of Wright Medical expected to strengthen Stryker's market position.
• Approximately 96% of shares tendered indicates strong support for the acquisition.

Negative

• Delays in consummating the acquisition could pose risks.
• Potential integration challenges may arise post-acquisition.

Kalamazoo, Michigan, Nov. 10, 2020 (GLOBE NEWSWIRE) -- Stryker (NYSE: SYK) announced today that it intends to complete the acquisition of Wright Medical Group N.V. (NASDAQ: WMGI) by effectuating the mergers described in the tender offer statement on Schedule TO filed by Stryker B.V., an indirect, wholly owned subsidiary of Stryker, with the U.S. Securities and Exchange Commission on December 13, 2019, as amended. 

The previously announced cash tender offer for all outstanding ordinary shares of Wright Medical by Stryker B.V. expired at 5:00 p.m., Eastern Time, on November 10, 2020.  American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has preliminarily advised Stryker B.V. that as of the expiration time, approximately 124,901,861 Wright Medical ordinary shares, representing approximately 96% of the outstanding Wright Medical ordinary shares, were validly tendered pursuant to the tender offer and not properly withdrawn. Subject to the terms and conditions set forth in the purchase agreement, dated November 4, 2019, among Stryker, Stryker B.V. and Wright Medical, which are described in the Schedule TO, on November 11, 2020, Stryker B.V. intends to accept for payment all shares that were validly tendered pursuant to the tender offer and not properly withdrawn, and Stryker intends to effectuate the mergers promptly thereafter.  Accordingly, as described in the Schedule TO, Stryker does not intend to provide a "subsequent offering period" for the offer.

About Stryker

Stryker is one of the world’s leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.

Forward-looking statements

This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: the impact of the COVID-19 pandemic and related policies and actions by governments or third parties; the failure to satisfy any of the closing conditions to the acquisition of Wright; delays in consummating the acquisition of Wright; unexpected liabilities, costs, charges or expenses in connection with the acquisition of Wright; the effects of the proposed Wright transaction (or the announcement thereof) on the parties relationships with employees, customers, other business partners or governmental entities; weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products, including Wright products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to recall-related matters; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; costs to comply with medical device regulations; changes in financial markets; changes in the competitive environment; our ability to integrate and realize the anticipated benefits of acquisitions in full or at all or within the expected timeframes, including the acquisition of Wright; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.

Additional Information and Where to Find It

The tender offer for Wright’s outstanding ordinary shares referenced herein commenced on December 13, 2019. This communication is not a recommendation, an offer to purchase or a solicitation of an offer to sell ordinary shares of Wright or any other securities. On December 13, 2019, Stryker filed with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO, and Wright filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING), AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. 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 preston.wells@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 Innisfree M&A Incorporated, the information agent for the tender offer, toll free at (888) 750-5834.

Contacts

For investor inquiries please contact:
Preston Wells, Vice President, Investor Relations at 269-385-2600 or preston.wells@stryker.com

For media inquiries please contact:
Yin Becker, Vice President, Communications, Public Affairs and Corporate Marketing at 269-385- 2600 or yin.becker@stryker.com

FAQ

What is Stryker's acquisition strategy for Wright Medical (SYK)?

Stryker aims to enhance its market position and product offerings through the acquisition of Wright Medical.

What is the percentage of shares tendered for Wright Medical (SYK)?

Approximately 96% of Wright Medical's outstanding shares were validly tendered as of November 10, 2020.

What are the potential risks associated with the acquisition of Wright Medical (SYK)?

Risks include delays in consummating the acquisition and potential integration challenges.

When will Stryker accept the shares tendered for Wright Medical (SYK)?

Stryker intends to accept all validly tendered shares on November 11, 2020.