WMGI Wright Medical Group NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2020

(+ 31) 20 521 4777

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note.

As previously disclosed by Wright Medical Group N.V. (“Wright” or the “Company”), on November 4, 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Stryker Corporation, a Michigan corporation (“Stryker” or “Parent”), and Stryker B.V., a private company with limited liability organized under the Laws of the Netherlands and a wholly owned subsidiary of Parent (“Buyer”). Pursuant to the Purchase Agreement, on December 13, 2019, Buyer commenced a tender offer to acquire all of the outstanding ordinary shares, par value €0.03 per share of the Company (“Shares”), at a purchase price of $30.75 per Share without interest and less applicable withholding taxes, payable in cash to the holders thereof (the “Offer Consideration”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 13, 2019 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be amended from time to time, the “Offer”).

The Offer, as extended, expired at 5:00 P.M., Eastern Time, on November 10, 2020 (the “Expiration Time”). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised Parent and Buyer that, as of the Expiration Time, 124,901,861 Shares, representing approximately 96% of the issued and outstanding Shares, were validly tendered pursuant to the Offer and not properly withdrawn. The number of Shares tendered satisfied the Minimum Condition (as defined in the Offer to Purchase). All conditions to the Offer having been satisfied or waived, Buyer, on November 11, 2020, accepted for payment all such Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time (the time of acceptance for payment, the “Acceptance Time”).

On November 10, 2020, the Company effected a demerger within the meaning of Chapters 1, 4 and 5 Title 7 Book 2 of the Dutch Civil Code (the “DCC”), pursuant to which certain assets and liabilities related to the Company’s distribution business were transferred to Wright DutchCo B.V., a wholly-owned Dutch subsidiary of the Company, by way of a statutory spin-off (afsplitsing) of the relevant assets and liabilities of and by the Company to Wright DutchCo B.V. (the “Demerger”).

On November 11, 2020, as a result of its acceptance of the Shares tendered in the Offer, Buyer acquired a sufficient number of Shares pursuant to the Purchase Agreement to complete a series of mergers whereby, following the Acceptance Time, (i) the Company merged with and into Wright Luxembourg S.A., a Luxembourg société anonyme and a direct, wholly-owned subsidiary of the Company (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg merged with and into Wright Medical Ltd., a Bermuda exempted company and a direct, wholly-owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving the merger (the “Second-Step Merger”) and (iii) Stryker Unite, Ltd., a Bermuda exempted company and a wholly-owned subsidiary of Buyer, merged with and into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). As a result of the Mergers, each Share held by Wright shareholders who did not tender their Shares pursuant to the Offer was converted into the right to receive an amount in cash equal to the Offer Consideration, less applicable withholding taxes. As described in the Offer to Purchase, the paying agent for the Mergers will deduct and withhold Dutch dividend withholding tax (dividendbelasting) from the merger consideration in an amount equal to $1.85 (“Dutch Exit Tax Amount”) for each Share exchanged for cash in the Mergers and will retain the Dutch Exit Tax Amount so withheld until January 1, 2022 or such earlier date as directed by Stryker in writing. Stryker will notify the paying agent in writing on or prior to January 1, 2022 to either (i) remit the Dutch Exit Tax Amount to the appropriate Dutch governmental authority if the legislative proposal (the Emergency Act on Conditional Final Dividend Withholding Tax Levy (Spoedwet conditionele eindafrekening dividendbelasting)) that has been submitted to the Dutch parliament or any replacement legislative proposal with substantially the same scope (the “Proposal”) is enacted prior to January 1, 2022 (the “Dutch Exit Tax”) or (ii) remit the applicable amount of the Dutch Exit Tax Amount to each former holder of Shares whose Shares were exchanged for cash in the Mergers, if (a) the Proposal has not been enacted prior to January 1, 2022, or (b) the Dutch Exit Tax is enacted prior to January 1, 2022, but no Dutch dividend tax withholding was required to be withheld.

Pursuant to the Purchase Agreement, each option to acquire Shares (each such option, a “Stock Option”) that was outstanding and unvested immediately prior to the Acceptance Time became vested in full at the Acceptance Time, and all such vested unexercised Stock Options outstanding immediately prior to the closing were cancelled, and, in exchange for such cancelled Stock Options, the holders thereof become entitled to receive an

amount in cash (without interest and less applicable withholding taxes) equal to the product of (i) the excess, if any, of the Offer Consideration over the per Share exercise price of the respective Stock Option multiplied by (ii) the total number of Shares subject to the unexercised Stock Option they held immediately prior to the closing.

Pursuant to the Purchase Agreement, each restricted stock unit (“RSU”) that was outstanding and unvested immediately prior to the Acceptance Time vested in full at the Acceptance Time (except for the RSUs granted in July 2020 (“2020 RSUs”), which vested pro rata based on the number of days elapsed between the date of grant (July 23, 2020) and the Acceptance Time). At the closing, all vested outstanding RSUs were cancelled and, in exchange for such cancelled RSUs, the holders thereof became entitled to receive an amount in cash (without interest and less applicable withholding taxes) equal to the total number of Shares deliverable under such vested and outstanding RSUs they held immediately prior to the closing (after giving effect to the accelerated full or pro rata vesting, as applicable), multiplied by the Offer Consideration. The remaining 2020 RSUs that did not vest at the Acceptance Time were canceled and forfeited at the closing for no Offer Consideration or other consideration.

Pursuant to the Purchase Agreement, each performance share unit (“PSU”) that was outstanding and unvested immediately prior to the Acceptance Time vested in full at the Acceptance Time, with any applicable performance conditions associated with such PSUs deemed to have been achieved at maximum performance. At the closing, all PSUs were cancelled and, in exchange for such cancelled PSUs, the holders thereof became entitled to receive an amount in cash (without interest and less applicable withholding taxes) equal to the total number of Shares deliverable under the PSUs they held immediately prior to the closing (after giving effect to the accelerated vesting at maximum performance), multiplied by the Offer Consideration.

subsidiaries of the Guarantor, MidCap Funding IV Trust, as lender and agent, and the other lenders party thereto (as amended, the “Credit Agreement”), together with all accrued and unpaid interest and fees thereon and all additional amounts payable in connection therewith. In connection with such repayment and commitment termination, all guarantees of obligations under the Credit Agreement, and all liens and security interests securing such obligations, were released and terminated. In connection with the termination of the Credit Agreement, WMGI paid a prepayment fee paid in an amount equal to 1.25% of the term loans so prepaid.

Shares from Nasdaq and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on the Nasdaq was suspended prior to the opening of trading on November 11, 2020. The Company also intends to file with the SEC a certification on Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.