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. 15)
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
| Transaction Valuation* | Amount of Filing Fee** | |
| $4,078,890,781.96 | $529,440.02 |
| * | Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 128,533,733 ordinary shares, par value €0.03 per share, of Wright Medical Group N.V. multiplied by the offer consideration of $30.75 per share, (ii) the net offer consideration for 8,963,533 outstanding stock options with an exercise price less than $30.75 per share (which is calculated by multiplying the number of shares underlying such outstanding stock options by an amount equal to $30.75 minus the weighted average exercise price for such stock options of $23.63 per share), (iii) 1,250,367 shares subject to issuance pursuant to restricted stock units, multiplied by the offer consideration of $30.75 per share and (iv) 787,296 shares subject to issuance pursuant to performance share units, multiplied by the offer consideration of $30.75 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of December 11, 2019, the most recent practicable date. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing. |
Amount Previously Paid: | $529,440.02 | Filing Party: | Stryker B.V., Stryker Delaware, Inc. and Stryker Corporation | |||
Form or Registration No.: | Schedule TO | Date Filed: | December 13, 2019 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
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:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
| This Amendment No. 15 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on December 13, 2019 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Purchaser”) and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), for all outstanding ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”) at a price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer to purchase dated December 13, 2019 (together with any amendments and supplements thereto, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.” |
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.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
The disclosure under the heading “Compliance with the HSR Act” in Section 16—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by replacing the last two paragraphs under such heading with the following paragraph:
On September 2, 2020, Stryker announced that, in connection with the FTC’s review of the Wright transaction, it had proposed to the FTC to divest its (i) STAR total ankle replacement product and related assets and (ii) finger joint replacement products to Colfax Corporation/DJO Global. On October 15, 2020, Stryker entered into a definitive agreement with Colfax Corporation providing for the previously announced proposed divestiture of Stryker’s (i) STAR total ankle replacement product and related assets and (ii) finger joint replacement products. The divestiture is subject to receipt of the necessary regulatory approvals and is conditioned upon the consummation of the Offer and other customary closing conditions. There can be no assurance that the divestiture will receive the necessary regulatory approvals or be consummated.
The disclosure under the heading “Foreign Competition Law Filings” in Section 16—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by adding the following paragraphs after the last paragraph under such heading:
On October 15, 2020, Stryker entered into a definitive agreement with Colfax Corporation providing for the previously announced proposed divestiture of Stryker’s (i) STAR total ankle replacement product and related assets and (ii) finger joint replacement products. See “Compliance with the HSR Act” in Section 16—“Certain Legal Matters; Regulatory Approvals” for additional information regarding the divestiture.
In addition to the filings with the UK Competition and Markets Authority (which, as previously disclosed, is reviewing the proposed transaction with Wright and Stryker’s proposed divestiture to Colfax Corporation/DJO), Stryker and Wright have made filings with the following competition authorities outside of the United States in connection with the transaction: the Austrian Federal Competition Authority, the
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German Federal Cartel Office and the Saudi Arabian General Authority for Competition. The transaction has been approved by each of these three authorities. In connection with the transaction, Stryker and Wright have also complied with the applicable notice requirements of the Colombian Superintendency of Industry and Commerce.
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EXHIBIT INDEX
Exhibit No. | Description | |
| (a)(1)(A) | Offer to Purchase, dated December 13, 2019 * | |
| (a)(1)(B) | Form of Letter of Transmittal * | |
| (a)(1)(C) | [Reserved] | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees * | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees * | |
| (a)(5)(A) | Press Release, dated November 4, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 4, 2019) | |
| (a)(5)(B) | Investor Presentation, dated November 4, 2019 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 4, 2019) | |
| (a)(5)(C) | Conference call transcript, dated November 4, 2019 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 4, 2019) | |
| (a)(5)(D) | Social media post, dated November 4, 2019 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 4, 2019) | |
| (a)(5)(E) | Presentation to Wright Employees, dated November 6, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 6, 2019) | |
| (a)(5)(F) | Transcript of presentation by Wright and Stryker management to Wright employees held on November 6, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and Exchange Commission on November 18, 2019) | |
| (a)(5)(G) | Class Action Complaint, dated January 15, 2020 (Thompson v. Wright Medical Group N.V., et al.) (incorporated by reference to Exhibit (a)(5)(M) to the Schedule 14D-9 filed by Wright Medical Group N.V. with the United States Securities and Exchange Commission on January 21, 2020) | |
| (a)(5)(H) | Press Release, dated February 26, 2020 * | |
| (a)(5)(I) | Social media posts, dated March 18, 2020 * | |
| (a)(5(J) | Press Release, dated April 27, 2020 * | |
| (a)(5)(K) | Press Release, dated June 29, 2020 * | |
| (a)(5)(L) | Press Release, dated August 28, 2020 * | |
| (a)(5)(M) | Press Release, dated September 29, 2020 * | |
| (a)(5)(N) | Press Release, dated October 13, 2020 * | |
| (a)(5)(O) | Letter from Stryker to Wright shareholders * | |
| (d)(1) | Purchase Agreement, dated as of November 4, 2019, by and among Stryker Corporation, Stryker, B.V. and Wright Medical Group N.V. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Stryker Corporation with the United States Securities and Exchange Commission on November 6, 2019) | |
| (d)(2) | Confidentiality Agreement, dated September 22, 2019, by and between Stryker Corporation and Wright Medical Group N.V. * | |
| * | Previously filed. |
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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 15, 2020
| Stryker B.V. | ||||
| By: | /s/ Spencer Stiles | |||
Name: | Spencer Stiles | |||
Title: | Managing Director | |||
| By: | /s/ Stuart Silk | |||
Name: | Stuart Silk | |||
Title: | Managing Director | |||
| Stryker Delaware, Inc. | ||||
| By: | /s/ Spencer Stiles | |||
Name: | Spencer Stiles | |||
Title: | President | |||
| Stryker Corporation | ||||
| By: | /s/ Timothy J. Scannell | |||
Name: | Timothy J. Scannell | |||
Title: | President and Chief Operating Officer | |||
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