Additional Proxy Soliciting Materials (definitive) (defa14a)
January 04 2018 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 3, 2018
ENTELLUS
MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36814
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20-4627978
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3600 Holly Lane North, Suite 40
Plymouth, Minnesota
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55447
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(Address of principal executive offices)
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(Zip Code)
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(763)
463-1595
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☒
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
As previously announced on December 7, 2017, Entellus Medical, Inc., a Delaware corporation (Entellus), entered into an
Agreement and Plan of Merger (the Merger Agreement), dated December 7, 2017 with Stryker Corporation, a Michigan corporation (Stryker), and Explorer Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of
Stryker (Merger Sub). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Entellus (the
Merger), with Entellus continuing as the surviving corporation and a wholly owned subsidiary of Stryker following the transaction.
On January 3, 2018, the U.S. Federal Trade Commission granted early termination, effective January 3, 2018 at 3:30 p.m. EST, of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), with respect to the transactions contemplated by the Merger Agreement. The early termination of the waiting period under
the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the Merger Agreement, including adoption of the
Merger Agreement by Entelluss stockholders and other customary closing conditions.
Additional Information and Where to Find It
In connection with the proposed Merger, Entellus plans to file with the Securities and Exchange Commission (SEC) and mail or
otherwise provide to its stockholders a proxy statement regarding the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, ENTELLUSS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors
and security holders may obtain a free copy of the proxy statement and other documents that Entellus files with the SEC (when available) from the SECs website at www.sec.gov and Entelluss website at www.entellusmedical.com. In addition,
the proxy statement and other documents filed by Entellus with the SEC (when available) may be obtained from Entellus free of charge by directing a request to Entellus Medical, Inc., 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447.
Participants in the Solicitation
This
document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Entellus and its directors, executive officers and certain employees may be deemed to be participants in the
solicitation of proxies from Entelluss stockholders in connection with the proposed Merger. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Entelluss Annual Report on Form
10-K
for the fiscal year ended December 31, 2016, which was filed with the SEC on February 22, 2017, and its definitive proxy statement for the 2017 annual meeting of stockholders, which was filed with the
SEC on April 26, 2017. To the extent the holdings of Entellus securities by Entelluss directors and executive officers have changed since the amounts set forth in Entelluss proxy statement for its 2017 annual meeting of
stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed Merger will be included in the proxy
statement relating to the proposed Merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SECs website at www.sec.gov and Entelluss website at www.entellusmedical.com.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by
terminology such as may, will, should, expects, intends, plans, anticipates, believes, estimates, predicts, projects,
potential, continue, and other similar terminology or the negative of these terms, but their absence does not mean that a particular statement is not forward-looking. These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated by the forward-looking statements as a result of various factors, including: (i) Entellus may be unable to obtain stockholder
approval as required for the Merger; (ii) conditions to the closing of the Merger may not be satisfied; (iii) the Merger may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement of the Merger on the
ability of Entellus to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Entellus does business, or on Entelluss operating results and business generally; (v) Entelluss business
may suffer as a result of uncertainty surrounding the Merger and disruption of managements attention due to the Merger; (vi) the outcome of any legal proceedings related to the Merger; (vii) Entellus may be adversely affected by
other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ix) risks that the Merger disrupts current plans and
operations and the potential difficulties in employee retention as a result of the Merger; and (x) other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all.
Additional factors that may affect the future results of Entellus are set forth in its filings with the SEC, including Entelluss most recently filed Annual Report on Form
10-K,
subsequent Quarterly
Reports on Form
10-Q,
Current Reports on Form
8-K
and other filings with the SEC, which are available on the SECs website at www.sec.gov. See in particular Item 1A
of Entelluss Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 and Item 1A of Part II of Entelluss Quarterly Report on Form
10-Q
for the fiscal quarter ended September 30, 2017 under the headings Risk Factors. The risks and uncertainties described above and in Entelluss most recent Annual Report on Form
10-K
and
most recent Quarterly Report on Form
10-Q
are not exclusive and further information concerning Entellus and its business, including factors that potentially could materially affect its business, financial
condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents
that Entellus files from time to time with the SEC. The forward-looking statements in this report speak only as of the date of this report. Except as required by law, Entellus assumes no obligation to update or revise these forward-looking
statements for any reason, even if new information becomes available in the future.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Date: January 4, 2018
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ENTELLUS MEDICAL, INC.
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By:
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/s/ Robert S. White
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Name:
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Robert S. White
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Title:
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President and Chief Executive Officer
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