Stryker commences tender offer for all outstanding shares of common stock of Inari Medical, Inc.

Rhea-AI Summary

Stryker (NYSE: SYK) has initiated a cash tender offer through its subsidiary, Eagle 1 Merger Sub, to acquire all outstanding shares of Inari Medical (NASDAQ: NARI) for $80.00 per share in cash. This offer follows the merger agreement announced on January 6, 2025.

The tender offer is set to expire on February 18, 2025, at one minute past 11:59 p.m. Eastern Time, unless extended. The completion of the deal is subject to several conditions, including the tender of at least a majority of Inari's outstanding shares and regulatory approvals. The transaction is expected to close by the end of Q1 2025.

Both companies have filed required documentation with the SEC, including Stryker's tender offer statement (Schedule TO) and Inari's recommendation to stockholders (Schedule 14D-9) to accept the offer.

Positive

• All-cash acquisition at $80.00 per share provides immediate value to shareholders
• Expected closing by end of Q1 2025 indicates swift execution timeline

Negative

• None.

Insights

M&A Specialist

This tender offer marks a important step in Stryker's $3.5 billion acquisition of Inari Medical, offering $80.00 per share in cash. The deal structure through a tender offer rather than a traditional merger suggests Stryker's strategic intent to expedite the acquisition process. The premium offered represents Stryker's strong commitment to expanding its presence in the thrombectomy market.

The tender offer's success hinges on achieving a minimum threshold of 50% shareholder participation, along with regulatory clearance under HSR Act. The February 18 deadline provides sufficient time for shareholders to evaluate the offer while maintaining momentum toward the Q1 2025 closing target.

For simplified understanding: Think of this like a massive shopping spree where Stryker is offering to buy all available Inari shares directly from shareholders at a fixed price, similar to making an offer to buy a house - but they need at least half of the homeowners in a community to agree before the deal can proceed.

Financial Analyst

The tender offer structure provides several strategic advantages for both companies. For Stryker, it enables direct engagement with Inari shareholders while potentially accelerating the acquisition timeline compared to a traditional merger. The cash consideration of $80.00 per share eliminates exchange ratio uncertainties and provides Inari shareholders with immediate liquidity.

The regulatory compliance framework, including HSR clearance and SEC filings (Schedule TO and 14D-9), demonstrates proper governance and transparency. The Board's recommendation to accept the offer suggests confidence in the valuation and strategic fit. This acquisition will significantly enhance Stryker's vascular portfolio and market position.

In simple terms: Stryker is using its cash reserves to buy Inari Medical, choosing a faster 'cash now' approach instead of a longer process. It's like paying cash for a house instead of getting a mortgage - it's cleaner, faster and often more attractive to sellers.

Portage, Michigan, Jan. 17, 2025 (GLOBE NEWSWIRE) -- Stryker (NYSE: SYK) today announced that it is commencing, through a wholly owned subsidiary, Eagle 1 Merger Sub, Inc., a cash tender offer to purchase all of the issued and outstanding shares of common stock of Inari Medical, Inc. (NASDAQ: NARI) for $80.00 per share in cash. The offer is being made pursuant to the previously announced merger agreement, dated as of January 6, 2025, among Stryker, Eagle 1 Merger Sub, Inc and Inari.

The tender offer is scheduled to expire at one minute past 11:59 p.m. Eastern Time, on February 18, 2025, unless extended in accordance with the terms of the merger agreement. The tender offer is subject to various conditions, including the minimum tender of at least a majority of the issued and outstanding shares of Inari common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is anticipated to close by the end of the first quarter of 2025, as previously announced.

Stryker filed today with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, which includes the terms of the tender offer. Additionally, Inari filed a Schedule 14D-9 with the SEC containing the recommendation of its Board of Directors that Inari stockholders accept the tender offer and tender their shares. The Schedule TO, Schedule 14D-9, related letter of transmittal (together with any amendments or supplements thereto) and other tender offer documents can be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the tender offer, Innisfree M&A Incorporated as described in the tender offer documents.

About Stryker

Stryker is a global leader in medical technologies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in MedSurg, Neurotechnology, Orthopaedics and Spine that help improve patient and healthcare outcomes. Alongside its customers around the world, Stryker impacts more than 150 million patients annually. More information is available at www.stryker.com.  

About Inari Medical, Inc.

Patients first. No small plans. Take care of each other. These are the guiding principles that form the ethos of Inari Medical. Inari is committed to improving lives in extraordinary ways by creating innovative solutions for both unmet and underserved health needs. In addition to Inari’s purpose-built solutions, Inari leverages its capabilities in education, clinical research, and program development to improve patient outcomes. Inari is passionate about its mission to establish its treatments as the standard of care for venous thromboembolism and four other targeted disease states. Inari is just getting started. Learn more at www.inarimedical.com and connect with Inari on LinkedIn, X (Twitter), and Instagram.

Forward-looking statements

This press release contains information that includes or is based on forward-looking statements, 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, including statements regarding the anticipated timeline to closing the acquisition of Inari. Such risks and uncertainties include, but are not limited to: uncertainties as to how many of Inari’s stockholders will tender their shares in the offer; the failure to satisfy any of the closing conditions to the acquisition of Inari, including the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period (and the risk that such governmental approval may result in the imposition of conditions that could adversely affect the expected benefits of the transaction); delays in consummating the acquisition of Inari or the risk that the transaction may not close at all; unexpected liabilities, costs, charges or expenses in connection with the acquisition of Inari; the effects of the proposed Inari transaction (or the announcement thereof) on the parties’ relationships with employees, customers, other business partners or governmental entities; weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our or Inari’s products; geopolitical risks, including from international conflicts and elections in the United States and other countries, which could, among other things, lead to increased market volatility; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our or Inari’s products; changes in foreign currency exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect approval of new products, including Inari products, by the United States Food and Drug Administration and foreign regulatory agencies; inflationary pressures; increased interest rates or interest rate volatility; supply chain disruptions; changes in labor markets; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to recall-related and other regulatory and quality matters; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; changes in tax laws and regulations; the impact of legislation to reform the healthcare system in the United States or other countries; costs to comply with medical device regulations; changes in financial markets; changes in our credit ratings; 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 Inari; our ability to realize anticipated cost savings; potential negative impacts resulting from climate change or other environmental, social and governance and sustainability related matters; the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties; and breaches or failures of our or our vendors’ or customers’ information technology systems or products, including by cyber-attack, data leakage, unauthorized access or theft. Additional information concerning these and other factors is contained in our filings with the SEC, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The foregoing factors should also be read in conjunction with the risks and cautionary statements discussed or identified in Inari’s filings with the SEC, including Inari’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The parties disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in 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, except to the extent required by law.  

Stryker’s Contacts 

For investor inquiries please contact:
Jason Beach, Vice President, Investor Relations at 269-385-2600 or jason.beach@stryker.com

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

FAQ

What is the offer price per share in Stryker's (SYK) tender offer for Inari Medical?

Stryker (SYK) is offering $80.00 per share in cash for all outstanding shares of Inari Medical.

When will Stryker's (SYK) tender offer for Inari Medical expire?

The tender offer is scheduled to expire at one minute past 11:59 p.m. Eastern Time on February 18, 2025, unless extended.

What conditions must be met for Stryker's (SYK) acquisition of Inari to complete?

The key conditions include the tender of at least a majority of Inari's outstanding shares, expiration of the Hart-Scott-Rodino waiting period, and other customary conditions.

When is Stryker's (SYK) acquisition of Inari Medical expected to close?

The transaction is anticipated to close by the end of the first quarter of 2025.

What regulatory filings have been made for Stryker's (SYK) tender offer?

Stryker has filed a tender offer statement (Schedule TO) with the SEC, and Inari has filed a Schedule 14D-9 containing its board's recommendation to stockholders.