Stryker completes $3B acquisition of Vocera Communications

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Kevin Lobo. Courtesy Stryker

A medical device manufacturer in the region completed the purchase of a provider of clinical communication and workflow solutions for the health care industry.

Kalamazoo-based Stryker (NYSE: SYK) said Wednesday, Feb. 23, it acquired San Jose, California-based Vocera Communications for $79.25 per share, or a total equity value of approximately $2.97 billion and a total enterprise value of approximately $3.09 billion, including convertible notes, as previously reported by the Business Journal.

“This acquisition provides significant opportunities to advance innovations and accelerate our digital aspirations,” said Kevin Lobo, chair and CEO of Stryker. “We welcome the Vocera team to Stryker and look forward to working together to enable safer patient care and help our customers improve outcomes.”

Stryker said Vocera brings a “highly complementary and innovative portfolio” to Stryker’s medical division that will enhance the company’s advanced digital health care offerings and further accelerate Stryker’s focus on preventing adverse events throughout the continuum of care.

The acquisition is expected to have a neutral impact to net earnings per diluted share in 2022.

The previously announced cash tender offer for all of the outstanding shares of common stock of Vocera for $79.25 per share, net to the holder in cash, without interest and subject to any applicable withholding of taxes, by Voice Merger Sub Corp., a wholly owned subsidiary of Stryker, expired at midnight Feb. 22.

Computershare Trust Company, the depositary for the tender offer, told Stryker 29,657,686 Vocera shares, representing approximately 85% of the outstanding shares of Vocera common stock, were validly tendered pursuant to the tender offer and not properly withdrawn prior to the expiration time. All of the conditions to the consummation of the tender offer have been satisfied, and on Feb. 23, Voice Merger Sub Corp. 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for payment, and will promptly pay for, all shares validly tendered pursuant to the tender offer and not properly withdrawn.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 Vocera through a merger pursuant to the agreement and plan of merger dated Jan. 6 among Stryker, Voice Merger Sub Corp. and Vocera.

In connection with the merger, each share of Vocera common stock (other than shares owned by Vocera or owned by Stryker, Voice Merger Sub Corp. or any subsidiary of Stryker, shares irrevocably accepted for purchase in the tender offer, and shares held by stockholders of Vocera who have properly demanded and perfected the right to appraisal under Delaware law with respect to such shares) has been converted automatically into the right to receive the same consideration payable pursuant to the tender offer of $79.25 per share, net to the holder in cash, without interest and subject to any applicable withholding of taxes.

Upon completion of the merger, Vocera became a wholly owned subsidiary of Stryker. Shares of Vocera ceased trading prior to the open of the market on Wednesday, Feb. 23, and will be delisted from the New York Stock Exchange.

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