“This acquisition enhances our global market position in trauma and extremities, providing significant opportunities to advance innovation and reach more patients,” said Kevin Lobo, Chairman and Chief Executive Officer, Stryker. “We welcome the Wright Medical team to Stryker and look forward to growing the combined business by delivering solutions that improve patient outcomes.”
Wright Medical brings a highly complementary product portfolio and customer base to Stryker’s trauma and extremities business. The company is a recognized leader in the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics market segments, which are among the fastest growing segments in orthopaedics. Wright Medical also has advanced preoperative planning technology and sufficient scale to enable the combined business to have a more focused business unit approach.
As previously mentioned, Stryker is not providing guidance on fourth-quarter earnings given the uncertainties related to the COVID-19 pandemic. The company’s intention is to provide 2021 guidance, including the impact of Wright Medical, along with the planned earnings release in January 2021.
Completion of Tender Offer and Mergers
As previously announced, the cash tender offer for all outstanding ordinary shares of Wright Medical for $30.75 per share, without interest and less applicable withholding taxes, by Stryker B.V., an indirect, wholly owned subsidiary of Stryker, expired at 5:00 p.m., Eastern Time, on November 10, 2020. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Stryker B.V. that 124,901,861 Wright Medical ordinary shares, representing approximately 96% of the outstanding Wright Medical ordinary shares, were validly tendered pursuant to the tender offer and not properly withdrawn prior to the expiration time. All of the conditions to the tender offer have been satisfied, and on November 11, 2020, Stryker B.V. accepted for payment, and will promptly pay for, all shares validly tendered pursuant to the tender offer and not properly withdrawn.
Following completion of the tender offer, Stryker completed the acquisition of Wright Medical on November 11, 2020 through a series a mergers implemented pursuant to the agreement and plan of merger, dated as of November 10, 2020, by and among Stryker, Stryker B.V., Wright Medical, Wright Luxembourg S.A., a Luxembourg société anonyme that is a direct wholly owned subsidiary of Wright Medical, Wright Medical Ltd., a Bermuda exempted company and a wholly owned subsidiary of Wright Luxembourg and Stryker Unite, Ltd., a Bermuda exempted company and a wholly owned subsidiary of Stryker B.V. In connection with the mergers, each ordinary share of Wright Medical not validly tendered pursuant to the tender offer (other than shares owned by Wright Medical as treasury shares or owned by Stryker, Stryker B.V. or any other direct or indirect wholly owned subsidiary of Stryker immediately prior to the mergers) has been converted automatically into the right to receive the merger consideration provided in the merger agreement in cash, without interest and less applicable withholding taxes. Pursuant to the merger agreement, $1.85 per share has been deducted and withheld from the $30.75 per share of merger consideration in connection with Dutch dividend withholding tax described in the tender offer statement on Schedule TO filed by Stryker B.V. with the U.S. Securities and Exchange Commission on December 13, 2019, as amended. Information regarding the treatment of the amount so withheld is described in the Schedule TO. Upon completion of the mergers, Wright Medical became a wholly owned subsidiary of Stryker. Shares of Wright Medical ceased trading prior to the open of the market on November 11, 2020 and will be delisted from the Nasdaq Global Select Market.