UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 18)
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. 18 (this “Amendment”) to Schedule 14D-9 amends and supplements the Schedule 14D-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 “Schedule 14D-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 Schedule 14D-9. The information set forth in the Schedule 14D-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
The disclosure in Item 8 of the Schedule 14D-9 under the heading “(c) Regulatory Approvals and Other Approvals” is hereby amended and supplemented by adding the following paragraph after the last paragraph under the subheading “Antitrust in the United States”:
“On November 3, 2020, the FTC voted to approve Stryker’s proposed acquisition of the Company. The vote in support of the transaction follows Stryker’s agreement to a proposed consent order, pursuant to which, as previously disclosed, Stryker has agreed to divest certain products to Colfax Corporation/DJO as a condition to obtaining FTC approval. Accordingly, the portion of the Regulatory Clearance Condition (as defined in the Offer to Purchase) relating to the applicable waiting period (and extensions thereof) under the HSR Act has been satisfied.”
The disclosure in Item 8 of the Schedule 14D-9 under the heading “(c) Regulatory Approvals and Other Approvals” is hereby further amended and supplemented by adding the following paragraph after the last paragraph under the subheading “United Kingdom,” under the subheading “Foreign Regulatory Filings”:
“On November 4, 2020, the CMA announced that it accepted the proposed undertakings in lieu of reference offered by Stryker and announced its acceptance decision. Accordingly, the Regulatory Clearance Condition has been satisfied. See “Antitrust in the United States” under the heading “(c) Regulatory Approvals and Other Approvals” for additional information regarding FTC approval.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
Exhibit | Description | |
| (a)(5)(W) | Press release issued by Stryker, dated November 4, 2020 (incorporated by reference to Exhibit (a)(5)(Q) to the Schedule TO). | |
2
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: November 4, 2020 | WRIGHT MEDICAL GROUP N.V. | |||
| By: | /s/ James A. Lightman | |||
| Name: | James A. Lightman | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
