UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
LDR HOLDING CORPORATION
(Name of Subject Company)
LDR HOLDING CORPORATION
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
50185U105
(CUSIP Number of Class of Securities)
Scott Way
Executive Vice President and General Counsel
LDR Holding Corporation
13785 Research Boulevard, Suite 200
Austin, Texas 78750
(512) 344-3333
(Name, address and telephone numbers of person authorized to receive notice and communications
on behalf of the persons filing statement)
With copies to:
Carmelo M. Gordian
J. Russel Denton
Andrews Kurth LLP
111 Congress Avenue, Suite 1700
Austin, Texas 78701
(512) 320-9200
þ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing consists of the communications listed below related to the proposed acquisition of LDR Holding Corporation, a Delaware corporation (the “LDR”) by LH Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and an indirect wholly owned subsidiary of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of June 6, 2016, by among LDR, Merger Sub and Zimmer Biomet.
• | Exhibit 99.1 Form of Letter to Employees |
• | Exhibit 99.2 Employee Frequently Asked Questions |
• | Exhibit 99.3 Form of Surgeon Customer Letter |
• | Exhibit 99.4 Form of Product Designer or Consultant Letter |
• | Exhibit 99.5 Joint Press Release, dated June 7, 2016, of Zimmer Biomet Holdings, Inc. and LDR Holding Corporation |
• | Exhibit 99.6 Investor Deck of Zimmer Biomet Holdings, Inc. |