Stryker completes $4B acquisition of Wright Medical

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Stryker completed the previously announced acquisition of Wright Medical Group, a global medical device company focused on extremities and biologics.

The Kalamazoo-based maker of medical devices and equipment said Wednesday that it met all of the conditions of the tender offer announced a year ago to acquire Memphis, Tennessee-based Wright Medical Group for $30.75 per share, or a total equity value of about $4 billion, according to a previous Business Journal report.

Kevin Lobo Courtesy Stryker

“This acquisition enhances our global market position in trauma and extremities, providing significant opportunities to advance innovation and reach more patients,” said Kevin Lobo, chair and CEO of 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 complementary product portfolio and customer base to Stryker’s trauma and extremities business. The company is a 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 orthopedics, Stryker said. Wright Medical also has advanced preoperative planning technology and sufficient scale to enable the combined business to have a more focused business unit approach.

Transaction details

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 p.m. Tuesday. American Stock Transfer & Trust Company, the depositary for the tender offer, advised Stryker B.V. that 124,901,861 Wright Medical ordinary shares, representing about 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of the outstanding Wright Medical ordinary shares, were validly tendered pursuant to the tender offer and not properly withdrawn prior to the expiration time.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 Wednesday, 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for payment, and will promptly pay for, all shares validly tendered pursuant to the tender offer and not properly withdrawn.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 Wednesday through a series of mergers implemented pursuant to the agreement and plan of merger, dated as of Tuesday, by and among Stryker; Stryker B.V.; Wright Medical; Wright Luxembourg S.A., 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 filed by Stryker B.V. with the U.S. Securities and Exchange Commission on Dec. 13, 2019.

Upon completion of the mergers, Wright Medical became a wholly owned subsidiary of Stryker.

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