This Schedule 14D-9 filing consists of the following
communications related to the proposed acquisition of Vocera Communications, Inc., a Delaware corporation (the Company or Vocera), by Stryker Corporation, a Michigan corporation (Buyer or
Stryker) and Voice Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Buyer (Purchaser), pursuant to the terms of the Agreement and Plan of Merger dated January 6,
2022, by and among the Company, Purchaser and Buyer (the Merger Agreement):
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Employee Letter (Exhibit 99.1)
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Town Hall Talking Points (Exhibit 99.2)
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Infographic and Factsheet (Exhibit 99.3)
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Additional Information and Where to Find It
The tender
offer for the outstanding shares of common stock of Vocera referenced in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation
of an offer to sell shares of common stock of Vocera or any other securities. At the time the tender offer is commenced, Stryker will file with the U.S. Securities and Exchange Commission (the SEC) a Tender Offer Statement on Schedule
TO, and Vocera will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. VOCERA SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. Vocera stockholders and other investors can obtain the Tender Offer Statement, the Solicitation/Recommendation Statement and other filed documents for free at the SECs website at www.sec.gov. Copies of
the documents filed with the SEC by Stryker will be available free of charge on Strykers website, www.stryker.com, or by contacting Strykers investor relations department at preston.wells@stryker.com. Copies of the documents filed with
the SEC by Vocera will be available free of charge on Voceras website, investors.vocera.com, or by contacting Voceras investor relations department at sdooley@vocera.com. In addition, Vocera stockholders may obtain free copies of the
tender offer materials by contacting the information agent for the tender offer that will be named in the Tender Offer Statement.
Cautionary Notice
Regarding Forward-Looking Statements
This communication contains forward-looking statements relating to the acquisition of Vocera by
Buyer. Such forward-looking statements include, but are not limited to, the ability of Vocera and Buyer to complete the transactions contemplated by the Merger Agreement, including the parties ability to satisfy the conditions to the
consummation of the offer contemplated thereby and the other conditions set forth in the Merger Agreement, statements about the expected timetable for completing the transaction, Buyers and Voceras beliefs and expectations and statements
about the benefits sought to be achieved in Buyers proposed acquisition of Vocera, the potential effects of the acquisition on both Buyer and Vocera, and the possibility of any termination of the Merger Agreement. In some cases,
forward-looking statements may be identified by terminology such as believe, may, will, should, predict, goal, strategy, potentially,
estimate, continue, anticipate, intend, could, would, project, plan, expect, seek and similar expressions and variations thereof.
These words are intended to identify forward-looking statements. Vocera has based these forward-looking statements on current expectations and projections about future events and trends that it believes may affect the financial condition, results of
operations, business strategy, short-term and long-term business operations and objectives and financial needs of Vocera, but there can be no guarantee that such expectations and projections will prove accurate in the future.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Actual results may differ materially
from current expectations because of risks associated with uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of Voceras stockholders will tender their shares in the offer; the risk that
competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the