UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14D-9
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
WRIGHT MEDICAL GROUP N.V.
(Name of Subject Company)
WRIGHT MEDICAL GROUP N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, par value €0.03 per share
(Title of Class of Securities)
N96617118
(CUSIP Number of Ordinary Shares)
James A. Lightman
Senior Vice President, General Counsel and Secretary
Wright Medical Group N.V.
Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands
(+31) 20 521 4777
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Zachary R. Blume
Paul M. Kinsella
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617)951-7000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 (this “Amendment”) to Schedule14D-9 amends and supplements the Schedule14D-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 “Schedule14D-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 Schedule14D-9. The information set forth in the Schedule14D-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. |
Item 8 of the Schedule14D-9 is hereby amended and supplemented as follows:
The following section is added as a new section in Item 8 on p. 52 of the Schedule14D-9.
| (g) | Certain Litigation |
On January 31, 2020, William Grubb, a purported shareholder of the Company, filed a putative class action lawsuit against the Company and members of the Company Board in the United States District Court for the Eastern District of New York, captioned Grubb v. Wright Medical Group N.V., et al.,Case No.1:20-cv-00553 (the “Grubb Complaint”). The Grubb Complaint alleges that the Company and the members of the Company Board violated federal securities laws and regulations by failing to disclose material information in this Schedule14D-9 in connection with the transactions contemplated by the Purchase Agreement, which the Grubb Complaint alleges rendered this Schedule14D-9 false and misleading. In addition, the Grubb Complaint alleges that members of the Company Board acted as controlling persons of the Company within the meaning and in violation of Section 20(a) of the Exchange Act to influence and control the dissemination of the allegedly defective Schedule 14D-9. The Grubb Complaint seeks, among other things, an order enjoining consummation of the transactions contemplated by the Purchase Agreement; rescission of such transactions if they have already been consummated and rescissory damages; a declaration that the defendants violated certain federal securities laws and regulations; and an award of plaintiff’s costs, including counsel fees and expenses and expert fees.
The Company believes that the plaintiff’s allegations are without merit. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily announce such additional filings.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Grubb Complaint, a copy of which is attached as Exhibit (a)(5)(N) to this Schedule14D-9 and is hereby incorporated herein by reference.
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| Item 9. | Exhibits. |
Item 9 of the Schedule14D-9 is hereby amended and supplemented as follows:
Exhibit | Description | |
| (a)(5)(N) | Class Action Complaint, dated January 31, 2020 (Grubb v. Wright Medical Group N.V., et al.)* | |
| * | filed herewith |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 3, 2020 | WRIGHT MEDICAL GROUP N.V. | |||||
| By: | /s/ James A. Lightman | |||||
| Name: | James A. Lightman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
