UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Rule 14d-100)
Wright Medical
Group N.V.
(Name of Subject Company (Issuer))
Stryker B.V.
(Offeror)
a direct, wholly owned subsidiary of
Stryker Delaware, Inc.
(Parent of Offeror)
a
direct, wholly owned subsidiary of
Stryker Corporation
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
Ordinary shares, par value 0.03 per share
(Title of Class of Securities)
N96617118
(CUSIP Number of
Class of Securities)
Robert S. Fletcher
Vice President, Chief Legal Officer
Stryker Corporation
2825
Airview Boulevard
Kalamazoo, Michigan 49002
+1 (269) 385-2600
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Richard C.
Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
+1
(312) 407-0700
CALCULATION OF
FILING FEE
|
|
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$4,078,890,781.96
|
|
$529,440.02
|
|
*
|
Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is
determined by adding the sum of (i) 128,533,733 ordinary shares, par value 0.03 per share, of Wright Medical Group N.V. multiplied by the offer consideration of $30.75 per share, (ii) the net offer consideration for 8,963,533 outstanding
stock options with an exercise price less than $30.75 per share (which is calculated by multiplying the number of shares underlying such outstanding stock options by an amount equal to $30.75 minus the weighted average exercise price for such stock
options of $23.63 per share), (iii) 1,250,367 shares subject to issuance pursuant to restricted stock units, multiplied by the offer consideration of $30.75 per share and (iv) 787,296 shares subject to issuance pursuant to performance
share units, multiplied by the offer consideration of $30.75 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of December 11, 2019, the most recent practicable date.
|
**
|
The filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298.
|
☐
|
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.
|
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
N/A
|
|
Filing Party:
|
|
N/A
|
Form or Registration No.:
|
|
N/A
|
|
Date Filed:
|
|
N/A
|
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
☒
|
third-party tender offer subject to Rule 14d-1.
|
|
☐
|
issuer tender offer subject to Rule 13e-4.
|
|
☐
|
going-private transaction subject to Rule 13e-3.
|
|
☐
|
amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
☐
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
☐
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|