This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed by Voice Merger Sub Corp., a Delaware corporation (“Purchaser”), and Stryker Corporation, a Michigan corporation (“Parent”), with the U.S. Securities and Exchange
Commission on January 25, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock,
$0.0003 par value per share (the “Shares”), of Vocera Communications, Inc., a Delaware corporation (the “Company”), at a price of $79.25 per Share, net to the holder in cash, without interest and
subject to any withholding of taxes, upon the terms and subject to the conditions described in the Offer to Purchase dated January 25, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”)
and in the accompanying Letter of Transmittal, as it may be amended or supplemented from time to time, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Purchaser is a direct or indirect wholly
owned subsidiary of Parent. This Amendment is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.
Items 1 through 11.
The Offer to Purchase is hereby
amended and supplemented by amending and restating in its entirety the final subsection entitled “Legal Proceedings Relating to the Tender Offer” of Section 15—“Certain Legal Matters; Regulatory Approvals” on page 57 of
the Offer to Purchase as follows:
Legal Proceedings Relating to the Tender Offer
United States District Court Stockholder Litigation
On January 27, 2022, Matthew Whitfield, a purported stockholder of the Company, filed a complaint against the Company, each member of the Company Board,
Purchaser and Parent in the United States District Court for the District of Delaware, captioned Whitfield v. Vocera Communications, Inc., et al., Case No. 1:22-cv-00114-UNA (the “Whitfield Complaint”). The Whitfield Complaint alleges that the defendants violated Sections 14(e) and 14(d) of the Exchange Act, and Rule 14d-9 promulgated thereunder, by omitting material information in the Company’s Schedule 14D-9 in connection with the Transactions and that the individual members of the
Company Board, Parent and Purchaser acted as controlling persons of the Company within the meaning of Section 20(a) of the Exchange Act. The Whitfield Complaint seeks, among other things, an order enjoining consummation of the Transactions;
rescission or rescissory damages in the event the Transactions are consummated; an order directing the Company Board to disclose additional information and an award of plaintiff’s costs, including reasonable allowance for attorneys’ fees
and experts’ fees.
Between January 25, 2022 and January 27, 2022, two additional complaints were filed in federal district court by
purported stockholders of the Company: (i) Shiva Stein v. Vocera Communications, Inc., et al., Case No. 1:22-cv-00649 (S.D.N.Y.) (the “Stein
Complaint”) and (ii) Gabriel Espinoza v. Vocera Communications, Inc., et al., Case No. 5:22-cv-00551-SVK (N.D.
Cal.) (the “Espinoza Complaint”). Each of the Stein Complaint and the Espinoza Complaint names only the Company and each member of the Company Board as defendants, asserting claims under Sections 14(e) and 14(d) of the Exchange Act, and
Rule 14d-9 promulgated thereunder, and that the individual members of the Company Board acted as controlling persons of the Company within the meaning of Section 20(a) of the Exchange Act. Each of the Stein Complaint and the Espinoza Complaint
alleges, among other things, that defendants omitted certain material facts related to the Transactions from the Schedule 14D-9 filed by the Company. The Espinoza Complaint, in addition, asserts claims
for breaches of fiduciary duties and for aiding and abetting the alleged breaches of fiduciary duties. Each of the Stein Complaint and the Espinoza Complaint seeks, among other things, to enjoin the defendants from consummating the Transactions,
rescissory damages should the Transactions not be enjoined, and an award of attorneys’ and experts’ fees.
Parent and Purchaser believe the
allegations in each of the Whitfield Complaint, the Stein Complaint and the Espinoza Complaint are without merit. Additional lawsuits may be filed against Parent, Purchaser, the Company and the Company Board in connection with the Merger Agreement
and the Schedule 14D-9. Absent new or different allegations that are material, Parent and Purchaser will not necessarily announce such additional filings.
The foregoing descriptions do not purport to be complete. The foregoing summary of the Whitfield Complaint is qualified in its entirety by reference to the
Whitfield Complaint, a copy of which is filed as Exhibit (a)(5)(G) hereto and is hereby incorporated herein by reference. Each of the Stein Complaint and the Espinoza Complaint is qualified in its entirety by reference to those complaints, which are
filed as Exhibit (a)(5)(H) and Exhibit (a)(5)(I) hereto, respectively, and incorporated herein by reference.