ENTL Entellus Medical, Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ENTELLUS MEDICAL, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—JANUARY 8, 2018

ENTELLUS MEDICAL, INC.

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

                    , 2018

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Entellus Medical, Inc., a Delaware corporation (referred to as “ Entellus ,” the “ Company ,” “ we ” or “ our ”), to be held on                     , 2018, at                     , local time, at Fox Rothschild LLP, 222 South Ninth Street, Suite 2000, Minneapolis, Minnesota 55402.

On December 7, 2017, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, referred to as the “ Merger Agreement ”) with Stryker Corporation, a Michigan corporation (referred to as “ Stryker ”), and Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker (referred to as “ Merger Sub ”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (referred to as the “ Merger ”).

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (referred to as the “ Merger Proposal ”). The affirmative vote of the holders of a majority of the shares of Entellus common stock issued and outstanding as of the close of business on                     , 2018, the record date for the determination of stockholders entitled to vote at the special meeting (referred to as the “ Record Date ”), is required to approve the Merger Proposal. At the special meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the special meeting (referred to as the “ Adjournment Proposal ”).

If the Merger is consummated, you will be entitled to receive $24.00 per share in cash, without interest, subject to any applicable withholding taxes, for each share of Entellus common stock that you own (unless you have properly exercised and perfected and not lost or withdrawn your appraisal rights under Delaware law with respect to such shares). Such merger consideration represents a premium of approximately 50% over the Entellus common stock closing price of $16.01 on December 6, 2017, the last trading day before the public announcement that Entellus entered into the Merger Agreement.

The Board of Directors of Entellus (the “ Board ”) has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Entellus and its stockholders and has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board unanimously recommends that Entellus stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Entellus stockholders vote “FOR” the Adjournment Proposal.

On December 7, 2017, certain stockholders of Entellus, including certain directors and executive officers of Entellus, in their respective capacities as holders of shares or other equity interests of Entellus, and certain of

their affiliates owning shares of Entellus common stock, collectively representing ownership of approximately         % of the outstanding shares of Entellus common stock as of the Record Date, each entered into a voting agreement with Stryker pursuant to which, among other things and subject to the terms and conditions therein, each of them has agreed to vote their shares of Entellus common stock in favor of the Merger Proposal.

We encourage you to read the accompanying proxy statement and its appendices, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about Entellus from documents we file with the Securities and Exchange Commission from time to time.

Your vote is very important, regardless of the number of shares of Entellus common stock that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the shares of Entellus common stock issued and outstanding as of the close of business on the Record Date. The failure of any stockholder to vote his, her or its shares of Entellus common stock in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Entellus common stock will have the same effect as a vote “ AGAINST ” the Merger Proposal.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy card in the accompanying postage prepaid envelope as promptly as possible. You also may grant your proxy by using the toll-free telephone number, or by accessing the Internet website, specified on your proxy card. If you have any questions or need assistance voting your shares of Entellus common stock, please contact:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.

This proxy statement is dated                     , 2018 and is first being mailed to stockholders on or about                     , 2018.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—JANUARY 8, 2018

ENTELLUS MEDICAL, INC.

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

Your vote is very important, regardless of the number of shares of Entellus common stock you own. The affirmative vote of the holders of a majority of the shares of Entellus common stock issued and outstanding as of the close of business on the Record Date is required to approve the Merger Proposal. The affirmative vote of the holders of our common stock of a majority of the votes cast (excluding abstentions), either in person or by proxy, and entitled to vote at the special meeting, is required to approve the Adjournment Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Adjournment Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares will result in a “broker non-vote” of such shares and will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Adjournment Proposal. Abstentions will have the same effect as a vote “ AGAINST ” the Merger Proposal but will not have any effect on the Adjournment Proposal.

The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of Entellus common stock issued and outstanding as of the close of business on the Record Date will constitute a quorum for the transaction of business at the meeting. Abstentions, if any, will be counted as present for purposes of determining the existence of a quorum. Broker non-votes will not be counted as present for purposes of determining the existence of a quorum.

Under Delaware law, stockholders who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Entellus common stock as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person.

By Order of the Board of Directors,

Brent A. Moen

Chief Financial Officer and Secretary

Plymouth, Minnesota

                    , 2018

YOUR VOTE IS VERY IMPORTANT

If your shares are registered directly in your name: If you are a stockholder of record, you may vote your shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by voting through the Internet or by telephone. Each method is generally available 24 hours a day and will ensure that your vote is confirmed and posted immediately. To vote:

a. Go to the website at www.proxyvote.com, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on                     , 2018, the day preceding the special meeting.

b. Please have your proxy card available to verify your identity and create an electronic ballot.

c. Follow the simple instructions provided.

a. On a touch-tone telephone, call toll-free 1-800-690-6903, 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on                     , 2018, the day preceding the special meeting.

b. Please have your proxy card available to verify your identity.

c. Follow the simple instructions provided.

a. Mark, sign and date your proxy card.

b. Return it prior to                     , 2018, the day preceding the special meeting, in the postage-paid envelope that will be provided.

If your shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account. Your bank, broker or other nominee cannot vote on either of the proposals, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares through a bank, broker or other nominee, you must obtain from such nominee a valid “legal proxy” issued in your name in order to vote in person at the special meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its appendices carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your shares of Entellus common stock, please contact our proxy solicitor or us at the contact information provided below:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

or

Entellus Medical, Inc.

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

Attention: Investor Relations

ir@entellusmedical.com

TABLE OF CONTENTS

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THE COMPANIES

Entellus Medical, Inc.

Entellus is a Delaware corporation with principal executive offices located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447 and its telephone number is (763) 463-1595. Entellus is a medical technology company focused on delivering superior patient and physician experiences through products designed for less invasive treatments. Entellus products are used for the treatment of adult and pediatric patients with chronic and recurrent sinusitis, patients with nasal airway obstruction, as well as adult patients with persistent Eustachian tube dysfunction. Entellus’ platform of products provides safe, effective and easy-to-use solutions intended to enable treatment of patients in more cost-effective sites of care. Entellus’ product lines, including the XprESS™ ENT Dilation System, Latera™ Absorbable Nasal Implant, MiniFESS™ Surgical Instruments, XeroGel Nasal Dressing and FocESS™ Imaging & Navigation, combine to enable ENT physicians to conveniently and comfortably perform a broad range of procedures in the most cost effective and efficient site of care. Entellus is committed to broadening its product portfolio with high-quality and purposeful innovations for the global ENT market. The common stock of Entellus is currently listed on the Nasdaq Global Market under the symbol “ENTL.”

For additional information about Entellus and our business, see “ Where You Can Find More Information ” beginning on page 106 of this proxy statement.

Stryker Corporation

Stryker is a Michigan corporation with principal executive offices located at 2825 Airview Boulevard, Kalamazoo, Michigan 49002 and its telephone number is (269) 385-2600. Stryker is one of the world’s leading medical technology companies and is dedicated to helping healthcare professionals perform their jobs more efficiently while enhancing patient care. Stryker offers a diverse array of innovative medical technologies including orthopaedic, medical and surgical, and neurotechnology and spine products to help people lead more active and more satisfying lives. The common stock of Stryker is listed on the New York Stock Exchange under the symbol “SYK.”

Explorer Merger Sub Corp.

Merger Sub is a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker with principal executive offices located at 2825 Airview Boulevard, Kalamazoo, Michigan 49002, and its telephone number is (269) 385-2600. It was formed solely for the purpose of effecting the Merger and the transactions contemplated by the Merger Agreement. If the Merger is consummated, Merger Sub will cease to exist.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Entellus stockholders as part of the solicitation of proxies by the Board for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Entellus stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on                     , 2018 at the offices of Fox Rothschild LLP, 222 South Ninth Street, Suite 2000, Minneapolis, Minnesota 55402, at         , local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal and (ii) the Adjournment Proposal. If our holders of common stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Appendix A, and the material provisions of the Merger Agreement are described under “ The Merger Agreement ” beginning on page 75 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about                     , 2018.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on                     , 2018, the Record Date for the special meeting, are entitled to notice and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447, during regular business hours for a period of at least 10 days before the special meeting and at the place of the special meeting during the meeting.

As of the Record Date, there were approximately              shares of our common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to transact business at the special meeting. Our Amended and Restated Bylaws provide that the presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote at the meeting (             shares) will constitute a quorum for Entellus to transact business at a special meeting. In general, shares of our common stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the special meeting for purposes of determining a quorum. Shares represented by proxies received but marked “ ABSTAIN ” will be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining a quorum. Broker non-votes will not be included in the calculation of the number of shares considered to be present at the special meeting for purposes of determining a quorum.

In the event that a quorum is not present at the special meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

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Vote Required; Abstentions and Broker Non-Votes

Each share of common stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the special meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of our common stock representing a majority of the votes cast (excluding abstentions), either in person or by proxy, and entitled to vote at the special meeting.

If an Entellus stockholder fails to vote or abstains from voting, it will have the same effect as if the stockholder voted “ AGAINST ” the Merger Proposal. If an Entellus stockholder fails to vote or abstains from voting, it will have no effect on the Adjournment Proposal.

If you hold your shares in “street name” the failure to instruct your bank, broker or other nominee on how to vote your shares will result in a broker non-vote, and each broker non-vote will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will have no effect on the Adjournment Proposal.

Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Entellus and their affiliates beneficially owned and were entitled to vote, in the aggregate,                  shares of our common stock, which represented approximately     % of the shares of our common stock issued and outstanding on that date. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Entellus common stock (i) “ FOR ” the Merger Proposal; and (ii) “ FOR ” the Adjournment Proposal, although none of them is obligated to do so except in the case such director or executive officer is party to a Voting Agreement.

On December 7, 2017, certain stockholders of Entellus, including certain of our directors and executive officers, in their respective capacities as holders of shares or other equity interests of Entellus, and certain of their affiliates owning shares of our common stock, collectively representing ownership of approximately     % of the outstanding shares of our common stock as of the Record Date, each entered into a Voting Agreement with Stryker, pursuant to which, among other things and subject to the terms and conditions therein, each of them has agreed to vote their shares of our common stock in favor of the Merger Proposal. The stockholders of Entellus party to such Voting Agreements are not obligated to vote for the approval of the Merger Proposal, among other things, the Merger Agreement is terminated. A copy of the form of Voting Agreement executed by such stockholders is attached as Appendix D to this proxy statement.

Voting; Proxies

Attendance

All holders of shares of common stock as of the close of business on the Record Date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If you are not a stockholder of

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record, but instead hold your shares of Entellus common stock in “street name” through a bank, broker or other nominee, you must provide a “legal proxy” executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the special meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of Entellus common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Share of Entellus Common Stock Held by Record Holder

If you are a stockholder of record and your shares of Entellus common stock are registered in your name with our transfer agent, Computershare Trust Company N.A., you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet . This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card . If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of Entellus common stock will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “ FOR ” each of the Merger Proposal and the Adjournment Proposal, if necessary or appropriate to solicit additional proxies. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the special meeting and vote in person, the effect of such failure to vote will be that your shares of common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote “ AGAINST ” the Merger Proposal and will have no effect on the vote regarding the Adjournment Proposal.

Shares of Entellus Common Stock Held in “Street Name”

If your shares of common stock are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. You may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee if such a service is provided by them to you. To vote via the Internet or telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or other nominee.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters. The Merger Proposal and the Adjournment Proposal in this proxy statement are “non-routine” matters, and your bank, broker and other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the

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special meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, such actions will result in a “broker non-vote.” Broker non-votes, if any, will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as if you voted “ AGAINST ” the Merger Proposal and will have no effect on the Adjournment Proposal. For shares of common stock held in “street name,” only shares of common stock affirmatively voted “ FOR ” the Merger Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the special meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Entellus or by sending a written notice of revocation to Entellus, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Entellus before the special meeting. Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern Time on                     , 2018.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in person at the special meeting if you obtain a valid “legal proxy” from your bank, broker or other nominee. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Entellus stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Entellus common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “ AGAINST ” the Merger Proposal but will have no effect on the Adjournment Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Under our Amended and Restated Bylaws, the special meeting may be adjourned or postponed by the chairperson of the special meeting or in certain other circumstances. If the Board fixes a new record date for the adjourned meeting, or if the

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adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting as of such new record date. In addition, the Board could postpone the special meeting before it commences. If the special meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

In the event that there is present at the special meeting, in person or by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not anticipate that we will adjourn or postpone the special meeting.

Board Recommendation

The Board, after considering various factors described under “ The Merger—Recommendation of the Board and Reasons for the Merger ” beginning on page 41 of this proxy statement, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Entellus and its stockholders, and directed that the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, be submitted to a vote of the stockholders of Entellus.

The Board unanimously recommends that you vote (i) “ FOR ” the Merger Proposal; and (ii) “ FOR ” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of this solicitation of proxies, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock.

We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $12,500 plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, facsimile or via the Internet by Mackenzie Partners, Inc. or, without additional compensation, by certain of Entellus’ directors, officers and employees.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the first half of 2018, assuming satisfaction or waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible that factors outside the control of Entellus and Stryker could result in the Merger being consummated at a later time or not at all.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on                     , 2018

The proxy statement is available at http://www.proxyvote.com.

Householding of Special Meeting Materials

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement for the special meeting may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of our proxy statement to any stockholder upon written or oral request to Entellus Medical, Inc., Attention: Corporate

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Secretary, 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447, telephone: (763) 463-1595. Any stockholder who wants to receive separate copies of our proxy statement or annual report to stockholders in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker or other nominee, or the stockholder may contact Entellus at the above address and phone number.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor or us:

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

or

Entellus Medical, Inc.

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

Attention: Investor Relations

ir@entellusmedical.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q (see “ Where You Can Find More Information ” beginning on page 106 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Appendix A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Entellus

If the Merger Agreement is adopted by the Entellus stockholders and certain other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will merge with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker.

At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration.

The common stock of Entellus is listed and trades on the Nasdaq Global Market under the symbol “ENTL.” As a result of the Merger, Entellus will cease to be a publicly traded company and will be wholly owned by Stryker. Prior to the Effective Time, we will cooperate with Stryker and use reasonable best efforts to delist our common stock from the Nasdaq Global Market as soon as reasonably practicable following the Effective Time and deregister our common stock under the Exchange Act as promptly as practicable after such delisting. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation.

Effect on Entellus if the Merger is Not Consummated

If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, our stockholders will not receive any payment for their shares of Entellus common stock. Instead, Entellus will remain a public company, our common stock will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by our stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Entellus will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Stryker a termination fee or reimburse Stryker for its transaction fees up to a certain amount upon the termination of the Merger Agreement, as described under “The Merger Agreement—Termination Fee; Certain Stryker Expenses” beginning on page 94 of this proxy statement.

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Merger Consideration

In the Merger, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration, and without any action by the holders of such shares, will cease to be outstanding, be cancelled and cease to exist, and each Certificate or Book-Entry Share will thereafter represent only the right to receive, upon surrender of such Certificate or Book-Entry Share, the Merger Consideration.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as an Entellus stockholder as a result of the Merger (except that stockholders who have properly exercised and perfected and not lost or withdrawn their appraisal rights will have the right to receive a payment for the fair value of their shares as determined by the Delaware Court of Chancery in accordance with Section 262, as described under “ The Merger—Appraisal Rights ” beginning on page 67 of this proxy statement).

Background of the Merger

The Board and senior management of Entellus regularly review Entellus’ long-term strategic plan with the goal of maximizing stockholder value. As part of this regular process, the Board and senior management have periodically evaluated potential strategic alternatives relating to Entellus’ business and engaged in discussions with third parties concerning potential strategic transactions, including a merger transaction or a sale of Entellus.

In 2015, as part of its regular review of Entellus’ near and long-term strategic alternatives, the Board and senior management discussed a wide variety of potential strategic alternatives with representatives of Piper Jaffray. From time to time during 2015, members of Entellus senior management had informal discussions with representatives from Stryker regarding Entellus’ business based on publicly available, non-confidential information, but no details of a potential transaction were discussed.

As a continuation of informal discussions earlier in the year, on September 28, 2015, Mr. White met with James Marucci, Vice President and General Manager of the Neuro, Spine ENT and Navigation division of Stryker, and Spencer Stiles, President, Stryker Instruments, of Stryker, at the American Academy of Otolaryngology (“ AAO ”)—Head and Neck Surgery Annual Meeting in Dallas, Texas, and provided an overview of Entellus’ business and products based on publicly available, non-confidential information.

On November 27, 2015, Entellus formally engaged Piper Jaffray as its financial adviser to explore strategic alternatives. Piper Jaffray was selected by Entellus because of its experience and expertise as a financial adviser in a wide variety of transactions and due to its familiarity with Entellus’ business from being an underwriter in Entellus’ initial public offering. From time to time during 2015 and early 2016, Entellus and Piper Jaffray had discussions regarding strategic transactions with various parties but none developed beyond preliminary stages.

In May 2016, members of the Stryker management team reached out to members of Entellus management to have further discussions regarding the Entellus business. On May 20, 2016, Mr. White met with Mr. Marucci at the Combined Otolaryngological Spring Meeting (“ COSM ”) in Chicago, Illinois, and provided an update on Entellus’ business and products based on publicly available, non-confidential information. Messrs. White and Marucci decided to schedule a meeting at Entellus’ headquarters in Plymouth, Minnesota, in the following weeks. Mr. White subsequently notified the Board of the meeting with Mr. Marucci and the intended follow-up meeting.

On June 9, 2016 and June 10, 2016, Mr. White met with members of the management team of Stryker in Plymouth, Minnesota, and provided a more detailed overview of Entellus’ business and products based on publicly available, non-confidential information.

During the spring of 2016, as part of its regular review of Entellus’ near- and long-term strategic alternatives, the Board requested that senior management and Piper Jaffray contact another medical device

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company, which we refer to as Company A, regarding Company A’s previous interest in a potential stock-for-stock business combination with Entellus. Entellus had had discussions with Company A in 2015 regarding a potential stock-for-stock business combination, but such discussions did not develop past preliminary stages. Mr. White and a representative of Piper Jaffray reached out to Company A, and Entellus and Company A subsequently held discussions regarding a potential business combination transaction. At the direction of the Board, on June 14, 2016, Entellus sent Company A a written non-binding expression of interest regarding a potential stock-for-stock business combination between Entellus and Company A. On August 5, 2016, Company A sent Entellus a written confidential non-binding indication of interest along with a summary of proposed terms for a potential stock-for-stock business combination between Entellus and Company A, with such transaction based on a trailing average share price for both Entellus and Company A. On August 18, 2016, Entellus and Company A entered into an amended and restated mutual non-disclosure agreement, which had originally been executed on October 29, 2015. The agreement contained a standard standstill provision that would terminate upon the announcement of certain transactions, including the Merger. On August 30, 2016, Entellus and Company A provided access to their respective online data rooms. In the summer and fall of 2016, Entellus and Company A held management meetings, conducted reciprocal diligence and negotiated a draft merger agreement. During this time, the Board and the Entellus management team regularly communicated and received advice from its outside legal counsel Fox Rothschild LLP (referred to as “ Fox Rothschild ”) and Latham & Watkins LLP (referred to as “ Latham  & Watkins ”).

In August and September 2016, during the course of Entellus’ negotiations with Company A, the Board requested that senior management and Piper Jaffray contact Stryker and three other medical device companies, referred to as Company B, Company C and Company D, regarding each party’s interest in a potential acquisition of Entellus. On August 11, 2016, Entellus entered into a non-disclosure agreement with each of Stryker, Company B and Company C in connection with each party’s evaluation of a potential acquisition of Entellus, and, on September 13, 2016, Entellus entered into a non-disclosure agreement with Company D. Each non-disclosure agreement contained a standard standstill provision that would terminate upon the announcement of certain transactions, including the Merger. On August 13, 2016, access to Entellus’ online data room containing initial due diligence information regarding Entellus and its business was provided to Stryker, Company B and Company C. In August and (in the case of Stryker and Company B) September 2016, Stryker, Company B and Company C held meetings with management of Entellus and conducted due diligence on Entellus.

Senior management and Piper Jaffray invited potentially interested parties to submit indications of interest for the acquisition of Entellus on September 6, 2016. Despite multiple attempts by representatives of Piper Jaffray to contact Company D about scheduling and participating in management presentations, Company D did not engage further regarding exploring an acquisition of Entellus.

On August 23, 2016, Company C informed representatives of Piper Jaffray that it was not interested in pursuing a potential acquisition of Entellus. Immediately thereafter, representatives from Piper Jaffray removed Company C’s access from Entellus’ online data room.

On September 6, 2016, Stryker submitted a written confidential non-binding indication of interest to acquire 100% of the outstanding equity interests of Entellus at a price of $23.65 per share in cash, subject to the negotiation of definitive transaction documents, customary due diligence and approval by Stryker’s board of directors. On that same date, Company B submitted a written confidential non-binding expression of interest that it was interested in acquiring all of the outstanding shares of Entellus at a price ranging from $23.00 to $24.00 per share in cash, subject to customary due diligence and approval by Company B’s senior management and board of directors. Company B’s expression of interest also requested exclusivity to negotiate an acquisition with Entellus. Neither of these proposals was subject to a financing condition. The closing price per share of Entellus common stock on September 6, 2016 was $18.92.

On September 12, 2016, at the request of the Board, a representative of Piper Jaffray communicated to Company B that Entellus had determined not to grant Company B exclusivity, and, on September 27, 2016,

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Company B contacted representatives of Piper Jaffray and indicated that in light of Entellus’ decision not to grant exclusivity to Company B, Company B was withdrawing its non-binding expression of interest and was no longer interested in pursuing a potential acquisition of Entellus. Immediately thereafter, representatives from Piper Jaffray removed Company B’s access from Entellus’ online data room.

On October 3, 2016, as instructed by the Board, a representative of Piper Jaffray sent an e-mail to Stryker with a draft of a merger agreement, which had been prepared by Latham & Watkins. As instructed by the Board, the representative of Piper Jaffray indicated in its email that Stryker should review the merger agreement and provide a final offer that specified a definitive per share purchase price and include a statement that all required corporate approvals had been obtained.

On October 5, 2016, Stryker contacted a representative of Piper Jaffray and informed the Piper Jaffray representative that it was not interested in further pursuing a potential acquisition of Entellus at that time. Immediately thereafter, representatives from Piper Jaffray removed Stryker’s access from Entellus’ online data room.

On November 4, 2016, Entellus and Company A determined to cease any further discussions regarding a potential strategic transaction as the parties could not reach agreement on terms of such a transaction, specifically due to changes in Company A’s stock price from when Entellus and Company A had begun their discussions in mid-2016. Immediately thereafter, representatives from Piper Jaffray removed Company A’s access from Entellus’ online data room.

On December 2, 2016, a representative of Stryker’s financial advisor, Guggenheim Securities LLC (referred to as “ Guggenheim Securities ”), contacted a representative of Piper Jaffray and indicated that Stryker was interested in re-engaging with Entellus in connection with a potential acquisition of Entellus and, on December 6, 2016, Stryker submitted a revised written confidential non-binding indication of interest to acquire 100% of the outstanding equity interests of Entellus in an all-cash transaction at a price of $21.00 per share. The proposal continued to provide that it was subject to the negotiation of definitive transaction documents, customary due diligence and approval by Stryker’s board of directors. The proposal was not subject to a financing condition. The closing price per share of Entellus common stock on December 6, 2016 was $18.63.

On December 7, 2016, at the direction of the Board, Entellus informed Stryker that Stryker would need to increase its offer price and that a definitive agreement would need to be signed before the end of 2016 in order for Entellus to be interested in pursuing a potential acquisition by Stryker.

On December 8, 2016, Stryker informed Entellus that Stryker would not be able to increase the offer price in any meaningful manner at that time and would not be in a position to complete diligence and execute a merger agreement before the end of 2016. Entellus and Stryker terminated their discussions regarding a potential acquisition of Entellus, and Stryker withdrew its December 6, 2016 non-binding indication of interest.

On January 13, 2017, Mr. White sent a letter to Piper Jaffray confirming that the engagement letter between Entellus and Piper Jaffray expired on November 26, 2016.

On April 27, 2017, Messrs. Stiles and Marucci met with Mr. White while attending the 2017 COSM in San Diego, California, and suggested that Mr. White and his team come to Stryker’s headquarters in Michigan to present on the progress of the Entellus business.

On July 13, 2017, Entellus closed the acquisition of Spirox, Inc. for a total value of approximately $81 million, consisting of $25 million in cash and approximately 3.4 million shares of Entellus common stock. The transaction also included certain contingent payments that could be made by Entellus to former equity holders of Spirox, Inc. over the following four years.

In mid-August 2017, representatives of the management team at Stryker reached out to Mr. White expressing interest regarding an update on Entellus and its business.

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On September 7, 2017, at the invitation of Stryker, representatives of Entellus’ management, and several representatives of Stryker’s management, including Messrs. Marucci and Stiles, had an in-person meeting at Stryker’s headquarters located in Kalamazoo, Michigan. At this meeting, Entellus’ management provided a general business update regarding Entellus and its recently acquired Spirox, Inc. business. The parties indicated that they would plan to meet at the upcoming annual AAO meeting in Chicago, Illinois scheduled from September 10 through September 13, 2017.

On September 11, 2017, Timothy Scannell, Group President, MedSurg & Neurotechnology, of Stryker, toured Entellus’ booth with Mr. White at the AAO annual meeting. During the tour, Mr. White provided an overview of the products and business of Entellus.

On or around September 15, 2017, Mr. Marucci contacted Mr. White to express interest in Stryker beginning to conduct due diligence on Entellus after having positive discussions on September 7, 2017, and successful interactions with Entellus during the AAO annual meeting on September 11, 2017.

On September 25, 2017, at a special telephonic meeting of the Board, Mr. White updated the Board on management’s recent discussions with Stryker, including the September 7, 2017 meeting at Stryker’s headquarters and the September 11, 2017 discussion with Stryker at the AAO annual meeting. The Board determined to re-engage Piper Jaffray to assist the Board in evaluating a potential transaction with Stryker and to assist the Board in exploring other potential strategic alternatives, including the sale of Entellus. The Board selected Piper Jaffray because of its experience and expertise as a financial adviser in a wide variety of transactions and due to its familiarity of Entellus’ business from being an underwriter in Entellus’ initial public offering and working with Entellus on possible strategic alternatives in 2016. The Board directed management to instruct Piper Jaffray to contact Company B and Company D regarding their possible interest in a potential acquisition of Entellus. The Board believed Company B and Company D were the two most likely acquirers of Entellus other than Stryker because of their existing product portfolios in the ENT medical device space, their perceived ability to realize synergies in an acquisition of Entellus, and their respective abilities to finance a cash acquisition of Entellus without the need to obtain additional third-party financing as a condition to closing. Given Company D’s lack of engagement in 2016 despite multiple attempts by representatives of Piper Jaffray to contact Company D, the Board directed management to inform representatives of Piper Jaffray to wait to contact Company D until Entellus received an indication of interest from Stryker or received an indication from Company B that Company B would be interested in engaging in discussions regarding a potential acquisition of Entellus. The Board determined not to contact potential financial buyers because the Board believed strategic buyers would be more likely to be able to realize greater synergies and therefore be more likely to be able to offer a higher price in connection with an acquisition of Entellus. In addition, the Board concluded strategic buyers were more likely to be able to finance a cash acquisition of Entellus without the need to obtain additional third-party financing as a condition to closing, which would reduce risk related to press leaks and closing a transaction. The Board decided not to reach out to Company A regarding a possible strategic transaction in light of Entellus’ experience with Company A in their stock-for-stock business combination discussions from 2016, and since Company A had not shown the interest nor likely had the ability to consummate a cash acquisition of Entellus. The Board decided not to reach out to Company C because of the minimal interest that Company C had shown in an acquisition of Entellus during discussions in 2016.

On September 29, 2017, a representative of Guggenheim Securities contacted a representative of Piper Jaffray to express Stryker’s interest in moving forward with evaluating a potential acquisition of Entellus and indicated that Stryker would be submitting a preliminary non-binding indication of interest relating to an acquisition of Entellus in the coming weeks.

Also on September 29, 2017, a representative of Piper Jaffray contacted a representative of Company B to discuss whether Company B might be interested in evaluating a potential acquisition of Entellus and discussed process and timing.

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Between late September and November 5, 2017, members of senior management of Entellus and Stryker engaged in discussions on several occasions regarding a potential acquisition of Entellus, and Entellus management and representatives of Piper Jaffray responded to requests for information from Stryker.

On October 13, 2017, Company B indicated to representatives of Piper Jaffray that it was interested in evaluating a potential acquisition of Entellus and would like to participate in a due diligence management meeting with Entellus.

On October 16, 2017, a representative of Piper Jaffray contacted a representative of Company D so as to gauge its interest in a potential acquisition of Entellus and inform Company D of the expected process and timing.

On October 17, 2017, a representative of Guggenheim Securities contacted representatives of Piper Jaffray to discuss the status and timing of an indication of interest from Stryker relating to an acquisition of Entellus. The representative of Guggenheim Securities indicated that Stryker was continuing to evaluate a potential acquisition of Entellus and requested that Stryker’s outside deal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (referred to as “ Skadden ”) have a telephone conversation with Latham & Watkins.

On October 19, 2017, representatives of Latham & Watkins and Skadden discussed certain diligence matters, as well as the process and structure of a potential acquisition of Entellus by Stryker.

On October 24, 2017, Company D informed a representative of Piper Jaffray that it was not interested in pursuing a potential acquisition of Entellus.

On October 25, 2017, at a regularly scheduled Board meeting, Mr. White updated the Board regarding management’s and Piper Jaffray’s discussions with Stryker and Company B and the Board that Company D had determined not to explore a potential acquisition of Entellus. The Board authorized management to proceed with further discussions with Stryker and Company B. The Board determined not to reach out to any other companies at that time due to the fact that the Board believed that management and Piper Jaffray had already contacted the most likely acquirers of Entellus, the results of Entellus’ discussions with Company A and Company C in 2016 which led the Board to believe that they were not likely to be interested in an acquisition of Entellus at the time, and to limit the opportunity for leaks to the market regarding Entellus’ discussions. During the meeting, Entellus management reviewed with the Board the Base Case Forecasts. For a more detailed description of these financial forecasts, please see “ The Merger—Certain Financial Forecasts —Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts ” beginning on page 57 of this proxy statement.

On November 1, 2017, Entellus and Company B renewed their non-disclosure agreement as the prior agreement had expired on its terms.

On November 2, 2017, representatives of Entellus’ management and a representative of Piper Jaffray met with representatives of Company B at Company B’s corporate offices and provided a general business update regarding Entellus. Following this meeting, Company B sent several due diligence requests to Entellus and Entellus provided Company B information in response to these requests. Company B was not given access to Entellus’ online data room.

On November 6, 2017, Stryker submitted a written confidential non-binding indication of interest to acquire 100% of the equity interests of Entellus at a price of $23.00 per share in cash, subject to the negotiation of definitive transaction documents, customary due diligence and approval by Stryker’s board of directors. The non-binding indication of interest did not request exclusivity and was not subject to a financing condition. The closing price per share of Entellus common stock on November 6, 2017 was $16.80.

On November 7, 2017, the Board held a telephonic special meeting, together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild. Mr. White reviewed with the Board

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the terms of Stryker’s preliminary non-binding indication of interest. Representatives of Piper Jaffray presented a preliminary financial analysis of Entellus on a stand-alone basis and of the preliminary non-binding indication of interest received from Stryker. Representatives of Piper Jaffray also provided an overview of certain other potential strategic alternatives. Representatives of Latham & Watkins reviewed certain legal aspects involved in the process and a proposed acquisition of Entellus by Stryker. The Board discussed Stryker’s indication of interest and the financial analysis presented by Piper Jaffray, including a review of the Updated Base Case Forecasts. The Board considered instructing the representatives of Piper Jaffray to contact other third parties regarding their possible interest in an acquisition of Entellus, but determined not to since the Board believed that management and Piper Jaffray had already contacted the third parties most likely to be interested in a possible acquisition of Entellus. In addition, the Board considered the results of Entellus’ discussions with Company A and Company C in 2016, which in the Board’s view did not make them likely to be interested in a possible acquisition of Entellus, concerns about losing momentum in the discussions with Stryker and Company B, and limiting the opportunity for leaks to the market regarding Entellus’ activities surrounding a potential transaction. Following a discussion of various alternative responses to the preliminary non-binding indication of interest received from Stryker, the Board decided to reconvene and continue the discussion the following day, November 8, 2017.

On November 8, 2017, the Board reconvened a telephonic special meeting, together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild. The Board again discussed Stryker’s indication of interest and the status of discussions with Company B. Following the discussion, the Board directed Mr. White to express to Stryker the Board’s appreciation for Stryker’s interest in Entellus’ business, but to inform Stryker that the offer price of $23.00 per share in cash would need to be increased in order to be acceptable to the Board.

Following the Board meeting on November 8, 2017, Mr. White called Mr. Stiles, and informed him that the Board had determined that Stryker’s proposed offer of $23.00 per share in cash would need to be increased in order to be acceptable to the Board and suggested that Stryker complete its due diligence of Entellus and at that time present a revised higher offer price. Mr. Stiles indicated that Stryker would not proceed with additional due diligence or further discussions regarding a potential acquisition of Entellus without preliminary agreement as to price. Mr. Stiles also informed Mr. White that Stryker would require exclusivity with respect to a potential acquisition of Entellus before Stryker would proceed with further negotiations with Entellus. Mr. White indicated that he could not, at that time, commit to exclusivity, but would pass along Mr. Stiles’ offer to the Board and Entellus’ advisers and that Mr. White would be in touch with Mr. Stiles in the coming days.

Following Mr. White’s call with Mr. Stiles, a representative of Guggenheim Securities contacted a representative of Piper Jaffray to indicate that Stryker would submit a revised indication of interest with an increased valuation for Entellus by November 9, 2017.

On November 8, 2017, a representative of Piper Jaffray contacted Company B to discuss Company’s B progress in evaluating a potential acquisition of Entellus. Company B indicated to Piper Jaffray’s representative that it was continuing to evaluate a potential transaction with Entellus and planned to discuss the potential transaction at an executive committee meeting on November 20, 2017, after which it would respond to Entellus with a further update. Company B reiterated its priority diligence requests from its list previously provided, and the priority diligence information was subsequently provided to Company B by Entellus on November 10, 2017.

On November 9, 2017, a representative of Guggenheim Securities contacted a representative of Piper Jaffray and indicated that Stryker would increase its preliminary non-binding proposal to acquire Entellus to $23.40 per share in cash, and reaffirmed that Stryker would require Entellus to grant Stryker exclusivity. In addition, the representative of Guggenheim Securities indicated that Stryker was targeting a signing and public announcement of an acquisition of Entellus sometime during the week of December 4, 2017. After additional telephone calls between representatives of Guggenheim Securities and Stryker, on the one hand, and representatives of Piper Jaffray and Entellus, on the other hand, representatives of Guggenheim Securities, on

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behalf of Stryker, informed representatives of Piper Jaffray that Stryker would increase its proposed acquisition price to $23.70 per share in cash.

In the evening on November 9, 2017, the Board held a special telephonic meeting, together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild, to review the terms of the revised indication of interest from Stryker. Mr. White led a discussion regarding the recent decision by Anthem, Inc. (referred to as “ Anthem ”), the largest member of the Blue Cross Blue Shield Association, to cover balloon sinus dilation for the treatment of chronic and recurrent acute sinusitis. The Board directed Mr. White to express to Stryker, that in light of this very recent positive development, Stryker’s most recent proposed valuation of $23.70 per share in cash would need to be increased in order to be acceptable to the Board. The Board also directed Entellus’ management to revise the Updated Base Case Forecasts to take into consideration the decision by Anthem to cover balloon sinus dilation for the treatment of chronic and recurrent acute sinusitis and requested representatives of Piper Jaffray to update its preliminary financial analysis to reflect these revisions.

Following the Board meeting on November 9, 2017, Mr. White called Mr. Stiles and informed him of the Board’s view that in light of the recent decision by Anthem to cover balloon sinus dilation for the treatment of chronic and recurrent acute sinusitis, Stryker’s proposed valuation of $23.70 per share in cash would need to be increased in order to be acceptable to the Board. The closing price per share of Entellus common stock on November 9, 2017 was $15.85.

On November 10, 2017, Mr. Marucci telephoned Mr. White and indicated that Stryker would increase its price to $24.00 per share in cash, which Mr. Marucci indicated represented Stryker’s best and final offer and was conditioned upon Entellus granting Stryker exclusivity.

Later that day, the Board held a telephonic special meeting together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild. Mr. White and representatives of Piper Jaffray provided an update regarding their discussions with Stryker and Company B to date. Mr. White and representatives of Piper Jaffray reviewed the history of negotiations with Stryker and Stryker’s latest $24.00 per share acquisition proposal, as well as Stryker’s requirement that Entellus grant exclusivity to Stryker prior to conducting further discussion regarding a potential acquisition of Entellus. Representatives of Latham & Watkins again reviewed the fiduciary duties of the Board in the context of a sale of Entellus and an agreement by the Board to grant exclusivity to Stryker. Representatives of management reviewed the Final Base Case Forecasts, which had been prepared at the request of the Board to take into consideration the decision by Anthem to cover balloon sinus dilation for the treatment of chronic and recurrent acute sinusitis. For a more detailed description of these financial forecasts, please see “ The Merger—Certain Financial Forecasts —Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts ” beginning on page 57 of this proxy statement. Representatives of Piper Jaffray then provided an updated financial analysis with respect to Entellus and the revised proposal from Stryker, taking into account the Final Base Case Forecasts, which had been updated from the Updated Base Case Forecasts provided at the November 9, 2017 meeting. The Board discussed the Final Base Case Forecasts, the Piper Jaffray presentation and the anticipated effect of Anthem’s recent decision to cover balloon sinus dilation for the treatment of chronic and recurrent acute sinusitis on Entellus’ projected revenues. The Board also discussed the history of negotiations with Company B and the uncertainty regarding whether Company B would be interested in pursuing an acquisition of Entellus on comparable or better terms, on a timely basis, or at all. The Board considered the fact that while Company B had initially been contacted by Piper Jaffray on September 29, 2017 and had initially indicated that it was interested in evaluating a potential acquisition of Entellus on October 13, 2017, Company B had not indicated to Piper Jaffray or Entellus that it would submit an offer to acquire Entellus on any specific time frame or at all, and had informed Piper Jaffray that it would not have a further update with respect to its interest in a potential acquisition of Entellus until after an executive committee meeting on November 20, 2017, the fact that Company B was significantly behind Stryker in the overall process and the fact that Stryker had expressed its desire to execute a definitive agreement by early December 2017. The Board discussed the ability of a potential acquirer to deliver a superior offer to acquire

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Entellus after a merger agreement had been signed and announced, and a representative from Latham & Watkins discussed the importance of specific terms relating to superior offers in a customary merger agreement in the context of the Board’s fiduciary duties in relation to potential acquisition of Entellus. Entellus’ management and the Board discussed the alternative of remaining an independent standalone company, taking into consideration the Final Base Case Forecasts, and the risks and opportunities to Entellus, its business and its stockholders in connection therewith. Following the discussions, the Board concluded that granting Stryker exclusivity at a per share price of $24.00 would maximize Entellus’ chances of achieving the best possible price for Entellus stockholders. Following discussion, the Board authorized management to enter into an exclusivity agreement with Stryker based on its revised offer of a per share purchase price of $24.00, with an exclusivity period not to exceed 30 days, and to negotiate a merger agreement for an all-cash acquisition of Entellus by Stryker at a price of $24.00 per share of common stock.

Immediately after the Board meeting on November 10, 2017, Mr. White telephoned Mr. Marucci and informed him of the Board’s decision to enter into an exclusivity agreement with Stryker and to negotiate a merger agreement with Stryker at a price of $24.00 per share of common stock.

Later on November 10, 2017, Stryker submitted a revised written non-binding indication of interest to acquire Entellus at a price of $24.00 per share in cash, along with a draft exclusivity agreement that would provide for a 30-day exclusive negotiating period between Stryker and Entellus. The closing price per share of Entellus common stock on November 10, 2017 was $15.90.

On November 11, 2017, access to Entellus’ online data room was granted to Stryker and its representatives.

From November 11, 2017 through December 6, 2017, Entellus’ management and representatives continued to populate Entellus’ online data room with materials responsive to a due diligence request list supplied by Stryker and subsequent additional due diligence and information requests made by representatives and advisors of Stryker, including related to the Spirox, Inc. business.

On the morning of November 13, 2017, Entellus and Stryker executed the exclusivity agreement providing Stryker with an exclusive negotiating period through December 7, 2017. The closing price per share of Entellus common stock on November 13, 2017 was $15.98.

On November 13, 2017, a representative of Piper Jaffray notified Company B by e-mail that Entellus entered into an exclusivity agreement with another party. Company B did not respond to Piper Jaffray and did not initiate any further discussions with Entellus or Piper Jaffray.

On November 14, 2017, representatives of Latham & Watkins and Skadden discussed certain deal related matters, including the process and structure of the transaction.

Late in the evening of November 17, 2017, Skadden delivered an initial draft of the Merger Agreement to Latham & Watkins. The draft Merger Agreement provided, among other things, that the proposed acquisition of Entellus by Stryker would be submitted to a vote of Entellus stockholders for approval, and that Entellus would be merged into a wholly owned subsidiary of Stryker. The initial draft of the Merger Agreement did not contain a financing condition and provided for acceleration of all Entellus equity awards. The draft of the Merger Agreement indicated that all officers and directors would be asked to sign a Voting Agreement and provided for a termination fee of approximately 3.5% of the equity value of the transaction.

On November 20, 2017, several representatives of Entellus and Stryker had an in-person meeting in the Minneapolis area and conducted functional diligence sessions. During the meeting, Entellus management shared with the Stryker representatives the Final Base Case Forecasts (as such term is defined under “ The Merger— Certain Financial Forecasts—Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts ” beginning on page 57 of this proxy statement). The Entellus management team explained the updates

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to the forecasts based on the November 9, 2017 announcement by Anthem, Inc. The Resourced Case Forecasts were also presented to Stryker, but had not been updated after the announcement by Anthem because the Final Base Case Forecasts reflected Entellus’ current assessment of its future financial performance. Entellus management indicated the assumptions around each of such forecasts and indicated that while the Resourced Case Forecasts were useful to illustrate the effect of certain assumptions on Entellus’ future financial performance, the Final Base Case Forecasts were the forecasts that reflected Entellus’ current assessment of its future financial performance. For a more detailed description of these financial forecasts, please see “ The Merger—Certain Financial Forecasts ” beginning on page 56 of this proxy statement.

On November 20, 2017, Skadden sent an initial draft of a form of Voting Agreement to Latham & Watkins.

On November 21, 2017, members of the Entellus management team had a telephonic meeting with representatives from Piper Jaffray, Latham & Watkins and Fox Rothschild relating to the draft Merger Agreement. Among other things, discussion involved the topics of closing certainty, protections around the Board’s fiduciary duties, the size of the termination fee and the antitrust covenants of the parties. Management directed Latham & Watkins to revise the draft Merger Agreement to send to Skadden.

On November 24, 2017, Latham & Watkins sent a revised draft of the Merger Agreement and the Voting Agreement to Skadden.

From November 24, 2017 through December 4, 2017, representatives of Latham & Watkins and Skadden continued to negotiate and discuss drafts of the Merger Agreement and the Voting Agreement. Throughout this period, representatives of Latham & Watkins updated members of the Entellus management and representatives of Piper Jaffray as to the progress of the negotiations. During discussions among Entellus management, representatives of Piper Jaffray and representatives of Latham & Watkins, conversation focused on the need for a lower termination fee, more Entellus-favorable deal protection terms and the removal of certain closing conditions, including a condition related to dissenters’ rights.

On November 29, 2017, the Board held a special telephonic meeting, together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild. A representative of Latham & Watkins summarized the key material terms of the Merger Agreement that remained subject to further negotiation, including the non-solicitation and termination provisions, conditions to closing, interim operating and other covenants, Entellus’ representations and warranties, as well as the termination provisions in the Voting Agreement. At this time, the termination fee proposed by Stryker was 3.5% of the equity value of the transaction. The Board provided guidance on certain open items in the Merger Agreement and authorized Entellus management and Latham & Watkins to continue negotiating with Stryker, and specifically that the termination fee, closing conditions and deal protection terms needed to be improved in Entellus’ favor. After representatives of Piper Jaffray were dismissed from the call, the Board approved an amendment to the engagement letter with Piper Jaffray to extend the term of its agreement with Entellus, which had expired.

On December 4, 2017, the Board held a special telephonic meeting, together with members of management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild. The representatives from Latham & Watkins reviewed the fiduciary duties of the Board and provided an update regarding the terms of the Merger Agreement and the Voting Agreement, including the resolution of prior open terms and the terms that remained subject to further negotiation. The representative from Latham & Watkins gave an update on the improved terms of the transaction since the prior Board meeting, including a lower termination fee, more Entellus-favorable deal protection terms, removal of certain closing conditions, changes to the representations and warranties of Entellus and the termination of the Voting Agreement upon a Board change of recommendation. The Board discussed the terms of the Merger Agreement pertaining to superior proposals, including the termination fee (which was now agreed by the parties as approximately 3.1% of the equity value of the transaction). In part based on the advice of representatives of Piper Jaffray and Latham & Watkins, the Board concluded that Company B and other potential acquirers were unlikely to be deterred from making superior proposals under the terms proposed in the draft

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Merger Agreement. Entellus’ management discussed the various risks and opportunities associated with Entellus remaining a separate standalone company. Mr. White and the representative from Latham & Watkins discussed a proposed timeline to finalize the Merger Agreement and announce a transaction. Representatives of Piper Jaffray then reviewed Piper Jaffray’s preliminary financial analysis of the proposed per share Merger Consideration. The Board provided guidance on the remaining open items in the Merger Agreement and authorized Entellus management to continue negotiating with Stryker.

On the evening of December 4, 2017, Latham & Watkins sent a revised draft of the Merger Agreement to Skadden.

Latham & Watkins and Skadden continued to finalize the Voting Agreement, the Merger Agreement and the disclosure schedules to the Merger Agreement through various communications and telephonic discussions and throughout December 5, 2017 and the morning of December 6, 2017.

On the afternoon of December 6, 2017, the Board held a telephonic meeting at which members of Entellus management and representatives of Piper Jaffray, Latham & Watkins and Fox Rothschild were present. Representatives of Latham & Watkins reviewed the proposed final terms of the Voting Agreement and the Merger Agreement, focusing on the changes to the Merger Agreement since the December 4, 2017 Board meeting. Latham & Watkins summarized the directors’ fiduciary duties with respect to the proposed transaction. Representatives of Piper Jaffray then reviewed with the Board a financial analysis of the per share Merger Consideration and delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion of Piper Jaffray dated December 6, 2017, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the $24.00 per share Merger Consideration, was fair, from a financial point of view, to holders of shares of Entellus common stock. For a detailed discussion regarding the opinion provided by Piper Jaffray, please see “ The Merger—Fairness Opinion of Entellus’ Financial Advisor ” beginning on page 46 of this proxy statement. After further discussion, the Board unanimously determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of Entellus and its stockholders, approved and declared advisable the Merger Agreement and the Merger, and recommended that Entellus stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

On the morning of December 7, 2017, Entellus and Stryker executed the Merger Agreement and certain stockholders of Entellus, including certain directors and executive officers of Entellus, each executed a Voting Agreement with Stryker.

Before the market opened on December 7, 2017, Entellus and Stryker issued press releases announcing the entry into the Merger Agreement.

Recommendation of the Board and Reasons for the Merger

The Board evaluated, with the assistance of its legal and financial advisors, the Merger Agreement and the Merger and unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Entellus and its stockholders and unanimously approved the Merger Agreement and the Merger and unanimously recommends that you vote “ FOR ” the Merger Proposal and “ FOR ” the Adjournment Proposal.

On December 6, 2017, the Board unanimously (i) adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Entellus and our stockholders, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of our stockholders and (iv) resolved to make the Company Recommendation.

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In recommending that our stockholders vote their shares of our common stock in favor of the Merger Proposal, the Board considered a number of reasons, including the following (not necessarily in order of relative importance):

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The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the transactions contemplated by the Merger Agreement, including the following (not necessarily in order of relative importance):

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The Board believed that, overall, the risks and uncertainties associated with the Merger were outweighed by the potential benefits of the Merger to our stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but summarizes the material factors considered by the Board. In light of the variety of factors considered in connection with their evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, our senior management and outside financial advisor and legal counsel. The Board unanimously recommends that you vote “FOR” the Merger Proposal. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on page  29 of this proxy statement.

Fairness Opinion of Entellus’ Financial Advisor

Entellus retained Piper Jaffray to act as financial advisor to the Board, and, if requested, to render to the Board an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Entellus common stock.

The full text of the Piper Jaffray written opinion dated December 6, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Jaffray in rendering its opinion, is attached as Appendix C. You are urged to, and should, carefully read the Piper Jaffray opinion in its entirety and this summary is qualified in its entirety by reference to the written opinion. The Piper Jaffray opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to be received by the holders of Entellus common stock in the Merger. Piper Jaffray’s opinion was directed to the Board in connection with its consideration of the Merger and was not intended to be, and does not constitute, a recommendation to any holders of Entellus common stock as to how such stockholders should vote or act with respect to the Merger or any other matter. Piper Jaffray’s opinion was approved for issuance by the Piper Jaffray opinion committee and Piper Jaffray has consented to the disclosure of its opinion in this proxy statement.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Jaffray, among other things:

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In addition, Piper Jaffray conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Jaffray deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Jaffray in connection with the preparation of its fairness opinion and reviewed with the Board at a meeting held on December 6, 2017.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Jaffray. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Jaffray or the Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 5, 2017, and is not necessarily indicative of current market conditions.

For purposes of its analyses, and unless the context indicates otherwise, Piper Jaffray (i) calculated Entellus’ implied per share equity value based on diluted shares of Entellus common stock (including options, the Oxford Warrants and restricted stock unit awards) as of November 30, 2017, calculated using the treasury stock method, (ii) calculated enterprise values (referred to as “ EV ”) to be implied equity value, plus debt and the estimated fair value of contingent consideration, which, in the case of Entellus, was $48 million and $53 million, respectively, less cash, which, in the case of Entellus, was $51 million, in each case as of September 30, 2017; and (iii) used Entellus’ Final Base Case Forecasts, as set forth under “ The Merger—Certain Financial Forecasts—Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts ” beginning on page 57 of this proxy statement, for its analyses of forward looking information for Entellus.

Historical Trading Analysis

Piper Jaffray reviewed the historical closing prices and trading volumes for Entellus common stock over the 1-year period ended December 5, 2017, in order to provide background information on the prices at which Entellus common stock has historically traded. The following table summarizes some of these historical closing prices, and average closing prices (based on volume weighted average prices (referred to as “ VWAP ”)), relative to the Merger Consideration:

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Selected Public Companies Analysis

Medical Technology—Financial Profile

Piper Jaffray reviewed projected financial data prepared by Entellus’ management for the years ended December 31, 2017, 2018 and 2019, and compared such data to corresponding Wall Street consensus research estimates for public companies in the medical technology industry that Piper Jaffray believed were comparable to Entellus’ financial profile using the criteria below, based on Piper Jaffray’s professional judgment. Piper Jaffray selected public companies that it considered to be medical technology companies with revenue for the last 12-month period for which financial information was publicly available (referred to as “ LTM ”) between $25 million and $325 million, projected 2017 revenue growth between 15% and 35% and LTM gross margins greater than 60%.

Piper Jaffray selected the following companies:

For the selected medical technology public companies analysis, Piper Jaffray compared, among other things, projected 2017, 2018 and 2019 implied EV/revenue and EV/gross profit multiples for Entellus based on the Merger Consideration, to the corresponding implied EV multiples for the selected medical technology public companies derived from their closing prices per share on December 5, 2017. Projected 2017, 2018 and 2019 revenue and gross profit for Entellus were based on estimates provided by Entellus’ management. Projected 2017, 2018 and 2019 revenue and gross profit for the selected medical technology public companies were based on Wall Street consensus research estimates, public filings and press releases of such companies.

The analysis indicated the following multiples:

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Based on this analysis, Piper Jaffray noted that, with respect to Entellus, each of the EV/revenue and EV/gross profit multiples fell between the 75th percentile and the mean range of implied EVs for the selected public companies. In addition, Piper Jaffray observed that the range of implied per share values for Entellus common stock based on the mean and median for each analysis yielded the following, as compared to the Merger Consideration:

ENT Medical Technology—Business Profile

Piper Jaffray also reviewed projected financial data prepared by Entellus’ management for the years ended December 31, 2017 and 2018, and compared such data to corresponding Wall Street consensus research estimates for Intersect ENT, Inc., which Piper Jaffray believed was comparable to Entellus’ business profile based on Piper Jaffray’s professional judgment. Piper Jaffray selected Intersect ENT, Inc. because it is the only public company that Piper Jaffray considered to be a comparable medical technology company specifically focused in the ENT space.

For the selected financial profile public company analysis, Piper Jaffray compared, among other things, projected 2017 and 2018 implied EV/revenue and EV/gross profit multiples for Entellus based on the Merger Consideration, to the corresponding implied EV multiples for Intersect ENT, Inc. derived from its closing price per share on December 5, 2017. Projected 2017 and 2018 revenue and gross profit for Entellus were based on estimates provided by Entellus’ management. Projected 2017 and 2018 revenue and gross profit for Intersect ENT, Inc. were based on Wall Street consensus research estimates, public filings and press releases of Intersect ENT, Inc.

The analysis indicated the following multiples:

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Based on this analysis, Piper Jaffray noted that, with respect to Entellus, each of the EV/revenue and EV/gross profit multiples fell below the implied EVs for Intersect ENT, Inc. In addition, Piper Jaffray observed that the implied per share values for Entellus common stock based on each analysis yielded the following, as compared to the Merger Consideration:

Medical Technology—Financial Profile

Piper Jaffray reviewed merger and acquisition (referred to as “ M&A ”) transactions involving target companies in the medical technology industry that Piper Jaffray believed were comparable to Entellus’ financial profile, using the criteria below, based on Piper Jaffray’s professional judgment. Piper Jaffray selected transactions that were announced after January 1, 2010 involving U.S. public or private medical technology companies as targets with LTM revenue between $25 million and $325 million, revenue growth between 15% and 50% for the 12-month period immediately following the LTM period (referred to as “ FTM ”) and LTM gross margins greater than 60%.

Based on these criteria, the following 13 transactions were selected:

For the selected M&A transactions analysis, Piper Jaffray compared, among other things, implied EV/LTM revenue and EV/LTM gross profit multiples for Entellus, based on the Merger Consideration, to the corresponding multiples for each selected transaction, as well as Entellus’ implied multiples of EV/projected FTM revenue and EV/projected FTM gross profit, based on the Merger Consideration, to the corresponding multiples for each selected transaction. LTM revenues and LTM gross profit for Entellus were based on historical financial data for the 12 months ended September 30, 2017. Projected FTM revenues and FTM gross

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profit for Entellus were for the 12 months beginning September 30, 2017 and were based on estimates of Entellus’ management. FTM revenues and FTM gross profit for the selected transactions were based on selected Wall Street research estimates.

The analysis indicated the following multiples:

Based on this analysis, Piper Jaffray noted that, with respect to Entellus each of the EV/LTM revenue, EV/FTM revenue and EV/LTM gross profit multiples fell between the 75th percentile and the mean range of implied EVs for the selected M&A transactions and the EV/FTM gross profit multiple fell between the “High” and the 75th percentile range of implied EVs for the selected M&A transactions. In addition, Piper Jaffray observed that the range of implied per share values for Entellus common stock based on the mean and median for each analysis, yielded the following, as compared to the Merger Consideration:

ENT Medical Technology—Business Profile

Piper Jaffray also reviewed an M&A transaction involving a target company in the medical technology industry that Piper Jaffray believed was comparable to Entellus’ business profile based on Piper Jaffray’s professional judgment. Piper Jaffray selected the M&A transaction announced December 16, 2009 between Johnson & Johnson, as the acquiror, and Acclarent, Inc., as the target, because Piper Jaffray considered it to be the only comparable transaction with a medical technology target company specifically focused in the ENT space.

For the selected business profile M&A transactions analysis, Piper Jaffray compared, among other things, the implied EV/LTM revenue and EV/LTM gross profit multiples for Entellus, based on the Merger Consideration, to the corresponding multiples for the selected transaction, as well as Entellus’ implied multiples of EV/projected FTM revenue and EV/projected FTM gross profit, based on the Merger Consideration, to the corresponding multiples for the selected transaction. LTM revenues and LTM gross profit for Entellus were based on historical financial data for the 12 months ended September 30, 2017. Projected FTM revenues and FTM gross profit for Entellus were for the 12 months beginning September 30, 2017 and were based on estimates of Entellus’ management. FTM revenues and FTM gross profit for the selected transaction were based on selected Wall Street research estimates.

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The analysis indicated the following multiples:

Based on this analysis, Piper Jaffray noted that, with respect to Entellus, each of the EV/LTM revenue and EV/LTM gross profit multiples fell below the corresponding implied EVs for the selected medical technology M&A transaction, and each of the EV/FTM revenue and EV/FTM gross profit multiples fell above the corresponding implied EVs for the selected medical technology M&A transaction. In addition, Piper Jaffray observed that the implied per share values for Entellus common stock based on each analysis, yielded the following, as compared to the Merger Consideration:

Premiums Paid Analysis

Piper Jaffray reviewed publicly available information for selected completed or pending M&A transactions to determine the premiums paid in such transactions over recent trading prices of the target companies prior to announcement of the transaction. Piper Jaffray selected transactions for which Piper Jaffray considered the target to be a North American public medical technology company, and applied the following criteria:

Based on these criteria, Piper Jaffray reviewed the resulting 65 transactions, and the table below shows a comparison of premiums paid in the selected transactions over certain time periods to the premium that would be paid to the holders of Entellus common stock based on the Merger Consideration.

The analysis indicated the following premiums:

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The premiums paid analysis showed that the premiums over the market prices at the selected dates for Entellus common stock implied by the Merger Consideration fell between the mean and the 75th percentile range of premiums paid in the selected M&A transactions. In addition, Piper Jaffray observed that the range of implied per share values for Entellus common stock, based on the mean and median for each analysis yielded the following, as compared to the Merger Consideration.

Discounted Cash Flows Analysis

Using a discounted cash flows analysis, Piper Jaffray calculated an estimated range of theoretical enterprise values for Entellus based on the net present value of (i) projected unlevered free cash flows (which amounts are identified as Free Cash Flow in the Final Base Case Forecasts, as set forth under “ The Merger—Certain Financial Forecasts —Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts ” beginning on page 57 of this proxy statement), including the tax benefit of existing net operating losses, from September 30, 2017 to December 31, 2022, discounted back to September 30, 2017 and (ii) a projected terminal value at December 31, 2022 based upon revenue exit multiples ranging from 3.0x to 5.0x, based on Piper Jaffray’s professional judgment, discounted back to September 30, 2017. The estimates of free cash flows for each year and terminal year revenue were calculated from Entellus’ Final Base Case Forecasts for such periods provided to Piper Jaffray by Entellus. Piper Jaffray calculated the range of net present values for unlevered free cash flows for such periods and for the terminal value based on a range of discount rates ranging from 10.0% to 12.0%, based on its estimation of Entellus’ weighted average cost of capital using the capital asset pricing model.

This analysis resulted in implied per share values for Entellus common stock ranging from $17.59 to $30.50. Piper Jaffray observed that the Merger Consideration was within the range of implied per share values derived from this analysis.

None of the selected companies or transactions used in the analyses above is directly comparable to Entellus or the Merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Jaffray performed its analyses for purposes of providing its opinion to the Board. In performing its analyses, Piper Jaffray made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Jaffray are based upon financial projections of future results furnished to Piper Jaffray by Entellus’ management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These financial projections are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Jaffray does not assume responsibility if future results are materially different from projected financial results.

Piper Jaffray’s opinion was one of many factors taken into consideration by the Board in making the determination to approve the Merger Agreement. While Piper Jaffray provided advice to the Board during Entellus’ negotiations with Stryker, Piper Jaffray did not recommend any specific amount or type of Merger Consideration.

Piper Jaffray relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Jaffray or discussed with or reviewed by Piper Jaffray. Piper Jaffray further relied upon the assurances of the management of Entellus that the financial information provided to Piper Jaffray by the management of Entellus was prepared on a reasonable basis in accordance with industry practice, and that the management of Entellus was not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Jaffray, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Entellus as to the expected future results of operations and financial condition of Entellus. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Jaffray relied, with consent of the Board, on advice of the outside counsel and the independent accountants to Entellus, and on the assumptions of the management of Entellus, as to all accounting, legal, tax and financial reporting matters with respect to Entellus and the Merger Agreement.

In arriving at its opinion, Piper Jaffray assumed that the executed Merger Agreement was in all material respects identical to the last draft reviewed by Piper Jaffray. Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Merger will be consummated pursuant to the terms of the Merger Agreement without amendments thereto and (iv) all conditions to the consummation of the Merger will be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Jaffray assumed that all the necessary regulatory approvals and consents required for the Merger will be obtained in a manner that would not adversely affect Entellus or the contemplated benefits of the Merger.

In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Entellus, and Piper Jaffray was not furnished or provided with any such appraisals or valuations, nor did Piper Jaffray evaluate the solvency of Entellus under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses. Piper Jaffray expressed no opinion regarding the liquidation value of

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Entellus or any other entity. Without limiting the generality of the foregoing, Piper Jaffray undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Entellus or any of its affiliates is a party or may be subject, and at Entellus’ direction and with its consent, Piper Jaffray’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Jaffray also assumed that neither Entellus nor Stryker is party to any material pending transaction, including without limitation, any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger.

Piper Jaffray’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray did not express any opinion as to the price at which shares of Entellus common stock may trade following announcement of the Merger or at any future time. Piper Jaffray did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Jaffray’s opinion addressed solely the fairness, from a financial point of view, to holders of Entellus common stock of the proposed Merger Consideration set forth in the Merger Agreement and did not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to Entellus, Stryker’s ability to fund the Merger Consideration, or any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of Entellus. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the Merger, or any class of such persons, relative to the compensation to be received by holders of Entellus common stock in the Merger or with respect to the fairness of any such compensation.

Information about Piper Jaffray

As a part of its investment banking business, Piper Jaffray is regularly engaged in the valuation of businesses in the medical technology and other industries and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Board selected Piper Jaffray to be its financial advisor and render its fairness opinion in connection with the Merger on the basis of such experience and its familiarity with Entellus.

Piper Jaffray acted as a financial advisor to Entellus in connection with the Merger and will receive a fee, currently estimated to be approximately $7.9 million from Entellus, which is contingent upon the consummation of the Merger, except for $850,000 of such fee which has been earned by Piper Jaffray for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the Merger or the conclusions reached in Piper Jaffray’s opinion. Entellus has also agreed to indemnify Piper Jaffray against certain liabilities and reimburse Piper Jaffray for certain expenses in connection with its services. Piper Jaffray has in the past provided financial advisory and financing services to Entellus and may continue to do so and has received, and may receive, fees for rendering such services. In particular, in the past 3 years, Piper Jaffray has acted as Entellus’ joint bookrunner in connection with the initial public offering of Entellus common stock in 2015 and the follow-on offering of Entellus common stock in 2017, for which it received aggregate consideration of approximately $3 million. In addition, in the ordinary course of its business, Piper Jaffray and its affiliates may actively trade securities of Entellus and Stryker for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Jaffray may also, in the future, provide investment banking and financial advisory services to Entellus, Stryker or entities that are affiliated with Entellus or Stryker, for which Piper Jaffray would expect to receive compensation. Piper Jaffray

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has not received fees or other compensation from Stryker for any services rendered to Stryker in the 2 years prior to the issuance of its fairness opinion.

Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray’s research department and personnel. As a result, Piper Jaffray’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to Entellus and the Merger and other participants in the Merger that differ from the opinions of Piper Jaffray’s investment banking personnel.

Certain Financial Forecasts

Entellus has historically prepared and provided public guidance as to its projected financial and operational results for the upcoming fiscal year or fiscal quarter in its press releases announcing its financial results for the immediately preceding quarter or year, as applicable. Entellus management has also maintained longer range financial projections for internal budgeting and planning purposes, which management reviews with the Board from time to time. However, other than the annual and quarterly financial guidance discussed above, Entellus does not in the ordinary course make public disclosures regarding prospective financial projections for extended periods due to the unpredictability of the underlying assumptions and estimates.

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Base Case Forecasts, Updated Base Case Forecasts and Final Base Case Forecasts

After the acquisition of Spirox, Inc. in July 2017 and after further re-engaging with Stryker in discussions regarding a potential acquisition of Entellus in early September 2017, Entellus’ management prepared updated unaudited prospective financial information regarding Entellus for fiscal years ended 2017 through 2022 (referred to as the “ Base Case Forecasts ”), which are summarized below. The Base Case Forecasts were presented by Entellus management to the Board for review and discussion on October 25, 2017.

At the request of the Board, Entellus management further updated the Base Case Forecasts (referred to as the “ Updated Base Case Forecasts ”) and presented the Updated Base Case Forecasts to the Board in early November 2017 to assume increased projected revenue numbers for fiscal years 2021 and 2022, as shown in the table immediately below, as a result of revised assumptions around products in development. The Base Case Forecasts and Updated Base Case Forecasts were prepared in connection with the Board’s evaluation of the Merger and do not, and were not intended to, correspond to Entellus’ public guidance as to its financial performance and do not, and were not intended to, update or revise Entellus’ public guidance as to its financial performance.

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The table below sets forth the increase in projected revenues between the Base Case Forecasts and the Updated Base Case Forecasts. The Updated Base Case Forecasts were presented to Company B on November 2, 2017.

The below tables sets forth the Updated Base Case Forecasts.

Following the announcement by Anthem on November 9, 2017 that Anthem would begin covering some of Entellus’ XprESS line of devices, particularly chronic and recurring acute sinusitis by balloon sinus dilation (referred to as the “ Anthem Announcement ”), management revised the Updated Base Case Forecasts at the request of the Board in order to reflect the potential for increased revenue expected from such products due to the announcement.

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The revised Updated Base Case Forecasts (after adjusting for the Anthem Announcement, referred to as the “ Final Base Case Forecasts ”) were provided to Stryker on November 20, 2017, and were reviewed by Entellus management with the Board on November 10, 2017 and December 6, 2017. The table below shows the Final Base Case Forecasts.