Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker (press release)

Purchase Price of $30.75 Per Share in Cash; Total Enterprise Value of Approximately $5.4 Billion and Total Equity Value of Approximately $4.7 Billion

Proposed Acquisition Brings Together Highly Complementary Product Portfolios and Customer Base

Wright Medical Group N.V. WMGI, +5.82% today announced that it has entered into a definitive agreement under which Stryker SYK, -1.62% will acquire all of the issued and outstanding ordinary shares of Wright Medical Group N.V. for a total equity value of approximately $4.7 billion, including the value of Wright’s outstanding convertible notes, and total enterprise value of approximately $5.4 billion.

Under the terms of the agreement, Stryker will commence a tender offer for all outstanding ordinary shares of Wright for $30.75 per share, in cash. The boards of directors of both Stryker and Wright have approved the transaction. The closing of the transaction is subject to receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an extraordinary general meeting of Wright’s shareholders, completion of the tender offer and other customary closing conditions. The offer of $30.75 per share in cash represents a premium of 52% over the volume-weighted average closing price of Wright ordinary shares over the thirty calendar days ended October 31, 2019, the last trading day prior to speculation that Wright was exploring a sale of the company. The acquisition is expected to close in the second half of 2020.

Robert Palmisano, president and chief executive officer of Wright, said, “We believe this transaction will provide truly unique opportunities and will create significant value for our shareholders, customers and employees. By merging our complementary strengths and collective resources, we will be able to advance our broad platform of extremities and biologics technologies with one of the world’s leading medical technology companies that shares our vision of delivering breakthrough and innovative solutions to improve patient outcomes. In addition, our employees will be afforded the opportunity to be part of one of the world’s best workplaces with greater depth of resources for sustained success in our industry. We look forward to working with Stryker to complete the transaction. Our board of directors believes this acquisition is in the best interests of our shareholders, employees and other stakeholders and has unanimously voted to recommend that Wright shareholders vote in favor of it.”

Kevin Lobo, chairman and chief executive officer of Stryker, said, “This acquisition enhances our global market position in trauma & extremities, providing significant opportunities to advance innovation, improve outcomes and reach more patients. Wright has built a successful business and we look forward to welcoming their team to Stryker.”

Wright brings a highly complementary product portfolio and customer base to Stryker’s trauma and extremities business. With global sales approaching $1 billion, Wright is a recognized leader in the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, which are among the fastest growing segments in orthopaedics.

Wright’s leading upper extremity portfolio and advanced preoperative planning technology will significantly add to Stryker’s offering. Additionally, Wright’s lower extremity and biologics will complement Stryker’s portfolio and strengthen the company’s position in this high-growth segment.

For further information regarding certain terms and conditions contained in the definitive purchase agreement, please see Wright Medical’s Current Report on Form 8-K, which will be filed in connection with this transaction.

An investor presentation is available at www.wright.com in the “Investor Relations” section.

Wright Medical Third Quarter 2019 Results

Wright Medical plans to file its third quarter 2019 Form 10-Q with the U.S. Securities and Exchange Commission prior to the filing deadline, which is November 8, 2019. Due to the pending transaction with Stryker, Wright will no longer issue a press release for its third quarter 2019 results, and Wright’s quarterly conference call, previously scheduled for Wednesday, November 6, 2019, has been cancelled. In connection with this announcement, the company is also suspending its 2019 annual financial guidance.

Advisors

In connection with the transaction, Guggenheim Securities is serving as lead financial advisor and J.P. Morgan Securities LLC is acting as financial advisor to Wright Medical. Ropes & Gray LLP is serving as legal counsel to Wright Medical.

Internet Posting of Information

Wright routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.wright.com. The company encourages investors and potential investors to consult the Wright website regularly for important information about Wright.

About Wright Medical Group N.V.

Wright Medical Group N.V. is a global medical device company focused on extremities and biologics products. The company is committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and is a recognized leader of surgical solutions for the upper extremity (shoulder, elbow, wrist and hand), lower extremity (foot and ankle) and biologics markets, three of the fastest growing segments in orthopedics. For more information about Wright, visit www.wright.com.