This Amendment No. 6 (this Amendment) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Wright Medical Group N.V., a public limited liability company organized under the laws of the Netherlands
(the Company), with the U.S. Securities and Exchange Commission (the SEC) on December 13, 2019 (as amended or supplemented from time to time, the Schedule 14D-9),
with respect to the tender offer made by Stryker B.V., a private company with limited liability organized under the laws of the Netherlands (Purchaser), an indirect, wholly-owned subsidiary of Stryker Corporation, a Michigan corporation
(Stryker), to purchase all of the outstanding ordinary shares, par value 0.03 per share, of the Company (the Shares) at a purchase price of $30.75 per Share without interest and less applicable withholding taxes,
payable in cash to the holders thereof (such amount or any higher amount per Share paid pursuant to the Offer (as defined below), 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 is described in a Tender Offer Statement on Schedule TO (the Schedule TO) filed by Stryker and Purchaser with the SEC on December 13, 2019, and the Offer to Purchase and the Letter of Transmittal have
been filed as Exhibits (a)(1)(A) and (a)(1)(B) thereto, respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended
or supplemented to the extent specifically provided herein.
Item 2.
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Identity and Background of Filing Person
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The disclosure in Item 2 of the Schedule 14D-9 under the heading (b) Tender Offer is hereby
amended and supplemented by replacing at 5:00 p.m. (Eastern Time) on June 30, 2020 in the first paragraph of such section with at 5:00 p.m (Eastern Time) on August 31, 2020.
The disclosure in Item 2 of the Schedule 14D-9 under the heading (b) Tender Offer is hereby
further amended and supplemented by deleting the last two paragraphs of such section and adding the following after the last paragraph under the subheading Offer and Post-Offer of such section:
On April 24, 2020, Wright held the EGM during which Wright shareholders approved all resolutions, including the Governance Resolutions (as defined
in the Offer to Purchase), the Asset Sale Resolutions, the Merger Resolutions and the Demerger Resolutions, among other things. Adoption of the Governance Resolutions at the EGM satisfied the Governance Resolutions Condition (as defined in the Offer
to Purchase). The Offer remains conditioned upon the satisfaction or waiver (to the extent permitted by the Purchase Agreement and applicable law) of the other conditions to the Offer, including satisfaction of the Minimum Condition (as defined in
the Offer to Purchase). As a result of the adoption of the Asset Sale Resolutions, the Merger Resolutions and the Demerger Resolutions at the EGM, the Minimum Condition has been automatically reduced to eighty percent (80%) of Wrights issued
and outstanding share capital (geplaatst en uitstaand kapitaal).
The Offer, which was previously scheduled to expire at 5:00 p.m. (Eastern Time)
on June 30, 2020, has been extended in accordance with the Purchase Agreement until 5:00 p.m. (Eastern Time) on August 31, 2020, unless further extended or earlier terminated in accordance with the Purchase Agreement. On June 29, 2020,
Stryker issued a press release announcing the extension of the Offer. The full text of the press release is filed as Exhibit (a)(5)(Q) to the Schedule 14D-9.
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