Stryker Sea Agreement
For media inquiries, please contact: Yin Becker, Stryker Corporation, 201-831-5000 or yin.becker@stryker.com The tender offer for Wright`s outstanding common shares, referred to here, has not yet commenced. This announcement is neither a recommendation, an offer to purchase, nor an invitation to sell Common Shares of Wright or other securities. This communication can be considered as tender material for the CEM`s proposals (hereafter referred to). At the time of the offer, Stryker will submit a submission statement to the SEC regarding the TO schedule and Wright will file with the SEC an invitation/recommendation statement regarding Schedule 14D-9. Wright also intends to file with the SEC a mandate relating to the EGM, on which Wright shareholders will vote on certain decision proposals (the „CEM proposals”) in connection with the transactions mentioned in this document and will send final power and proxy card to each voting shareholder. SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING) WHEN SUCH DOCUMENTSOME BEC AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THEIR ORDINARY SHARES OR MAKING ANY VOTING DECISIONS. Shareholders can obtain these documents if they are submitted and available free of charge on the SEC`s website at www.sec.gov. Copies of the documents submitted by Stryker to the SEC will be available free of charge on Stryker`s website, www.stryker.com, or through Stryker`s Investor Relations Department under katherine.owen@stryker.com. Copies of Wright`s SEC filings will be available free of charge on Wright`s website www.wright.com or through Wright`s Investor Relations Division at julie.dewey@wright.com. In addition, Wright shareholders may receive free copies of the material offered by contacting the Information Officer for the offer mentioned in the Schedule TO offer statement. Under the agreement, Stryker will launch an offer to repurchase all of Wright`s outstanding common shares for $30.75 per share in cash.
The boards of Stryker and Wright agreed to the transaction. The closing of the transaction is conditional on obtaining applicable regulatory approvals, adopting certain transaction decisions at an extraordinary general meeting of Wright shareholders, closing the offer and other normal closing conditions. The offer of US$30.75 per share in cash represents a 52% increase over Wright`s volume-weighted average closing price of Wright`s common shares over the 30 calendar days to October 31, 2019, the last day of trading before speculation that Wright would consider selling the company. The transaction is expected to be completed in the second half of 2020. This communication contains forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expected in the forward-looking statements. All statements other than historical statements are statements that could be considered forward-looking statements, including all statements of intent, the current faith or expectation of the company and members of the management team and can generally be in words such as „believe,” „wait,” „estimate,” „anticipate,” „target,” „potentially,” „probably,” „continue,” „could,” „should,” „may,” „may,” „plan,” „search,” „search,” „plan,” „plan,” „plan” as well as variations or negatives.