K2M Group Holdings, Inc. Stockholders Approve Acquisition by Stryker
November 07 2018 - 9:00AM
At a special meeting today, stockholders of K2M Group Holdings,
Inc. (“K2M” or the “Company”) (NASDAQ: KTWO) approved the adoption
of the Agreement and Plan of Merger (the “Merger Agreement”), dated
as of August 29, 2018, as it may be amended from time to time, by
and among Stryker Corporation (“Stryker”), Austin Merger Sub Corp.
(“Merger Sub”) and K2M. Subject to the terms and conditions of the
Merger Agreement, Merger Sub, a wholly-owned subsidiary of Stryker,
will be merged with and into K2M with K2M surviving the merger as a
direct or indirect wholly-owned subsidiary of Stryker.
The parties are actively working towards closing, and K2M
continues to anticipate that the merger will close in the fourth
quarter of 2018. In addition to K2M stockholder approval, the
completion of the merger is subject to other customary closing
conditions. Upon the closing of the merger, the Company’s
stockholders will have the right to receive $27.50 in cash, without
interest and less any applicable withholding taxes (the “Merger
Consideration”), for each share of common stock of K2M that they
own immediately prior to the effective time of the merger.
Forward-Looking Statements
The foregoing contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. We
intend for these forward-looking statements to be covered by the
safe harbor provisions of the federal securities laws relating to
forward-looking statements. These forward-looking statements
include statements relating to the expected timing, completion and
effects of the proposed merger, as well as other statements
representing management’s beliefs about, future events,
transactions, strategies, operations and financial results,
including, without limitation, our expectations with respect to the
costs and other anticipated financial impacts of the merger; future
financial and operating results of K2M Group Holdings, Inc.
(“K2M”); K2M’s plans, objectives, expectations and intentions with
respect to future operations and services; required approvals to
complete the merger by our stockholders and by governmental
regulatory authorities, and the timing and conditions for such
approvals; the stock price of K2M prior to the consummation of the
transactions; and the satisfaction of the closing conditions to the
proposed merger. Such forward-looking statements often contain
words such as “assume,” “will,” “anticipate,” “believe,” “predict,”
“project,” “potential,” “contemplate,” “plan,” “forecast,”
“estimate,” “expect,” “intend,” “is targeting,” “may,” “should,”
“would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and
other similar words or expressions or the negative thereof or other
variations thereon. Forward-looking statements are made based upon
management’s current expectations and beliefs and are not
guarantees of future performance. Such forward-looking statements
involve numerous assumptions, risks and uncertainties that may
cause actual results to differ materially from those expressed or
implied in any such statements. Our actual business, financial
condition or results of operations may differ materially from those
suggested by forward-looking statements as a result of risks and
uncertainties which include, among others, those risks and
uncertainties described in any of our filings with the Securities
and Exchange Commission (the “SEC”). Certain other factors which
may impact our business, financial condition or results of
operations or which may cause actual results to differ from such
forward-looking statements are discussed or included in our
periodic reports filed with the SEC and are available on our
website at www.k2m.com under “Investor Relations.” You are urged to
carefully consider all such factors. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable and are expressed in good faith, such expectations
may not prove to be correct and persons reading this communication
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only to expectations as of
the date of this communication. We do not undertake or plan
to update or revise forward-looking statements to reflect actual
results, changes in plans, assumptions, estimates or projections,
or other circumstances occurring after the date of this
communication, even if such results, changes or circumstances make
it clear that any forward-looking information will not be
realized. If we make any future public statements or
disclosures which modify or impact any of the forward-looking
statements contained in or accompanying this communication, such
statements or disclosures will be deemed to modify or supersede
such statements in this communication.
About K2M Group Holdings, Inc.
K2M Group Holdings, Inc. is a global leader of complex spine and
minimally invasive solutions focused on achieving three-dimensional
Total Body Balance™. Since its inception, K2M has designed,
developed, and commercialized innovative complex spine and
minimally invasive spine technologies and techniques used by spine
surgeons to treat some of the most complicated spinal pathologies.
K2M has leveraged these core competencies into Balance ACS®, a
platform of products, services, and research to help surgeons
achieve three-dimensional spinal balance across the axial, coronal,
and sagittal planes, with the goal of supporting the full continuum
of care to facilitate quality patient outcomes. The Balance ACS
platform, in combination with the Company’s technologies,
techniques and leadership in the 3D-printing of spinal devices,
enables K2M to compete favorably in the global spine surgery
market. For more information, please visit: www.K2M.com. From time
to time, K2M may use its website as a distribution channel of
material company information. Financial and other important
information regarding the Company is routinely accessible through
and posted on its website at www.investors.k2m.com.
Media Contact:
Zeno Group on behalf of K2M Group Holdings, Inc.
Christian Emering, 212-299-8985
Christian.Emering@ZenoGroup.com
Investor Contact:
Westwicke Partners on behalf of K2M Group Holdings, Inc.
Mike Piccinino, CFA, 443-213-0500
K2M@westwicke.com
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