Stryker completes acquisition of Vocera Communications
February 23 2022 - 7:30AM
Stryker (NYSE: SYK) announced today that it has completed the
previously announced acquisition of Vocera Communications, Inc.
(NYSE: VCRA), a leader in digital care coordination and
communication.
“This acquisition provides significant opportunities to advance
innovations and accelerate our digital aspirations,” said Kevin
Lobo, Chair and Chief Executive Officer, Stryker. “We welcome the
Vocera team to Stryker and look forward to working together to
enable safer patient care and help our customers improve
outcomes.”
Vocera brings a highly complementary and innovative portfolio to
Stryker’s Medical division that will enhance the company’s Advanced
Digital Healthcare offerings and further advance Stryker’s focus on
preventing adverse events throughout the continuum of care.
The acquisition is expected to have a neutral impact to net
earnings per diluted share in 2022.
Completion of Tender Offer and Merger
The previously announced cash tender offer for all of the
outstanding shares of common stock of Vocera for $79.25 per share,
net to the holder in cash, without interest and subject to any
applicable withholding of taxes, by Voice Merger Sub Corp., a
direct or indirect wholly owned subsidiary of Stryker, expired at
one minute after 11:59 p.m., Eastern Time, on February 22, 2022.
Computershare Trust Company, N.A., the depositary for the tender
offer, has advised Stryker that 29,657,686 Vocera shares,
representing approximately 85% of the outstanding shares of Vocera
common stock, were validly tendered pursuant to the tender offer
and not properly withdrawn prior to the expiration time. All of the
conditions to the consummation of the tender offer have been
satisfied, and on February 23, 2022, Voice Merger Sub Corp.
accepted for payment, and will promptly pay for, all shares validly
tendered pursuant to the tender offer and not properly
withdrawn.
Following completion of the tender offer, Stryker completed the
acquisition of Vocera on February 23, 2022 through a merger
pursuant to the Agreement and Plan of Merger, dated as of January
6, 2022, among Stryker, Voice Merger Sub Corp. and Vocera. In
connection with the merger, each share of Vocera common stock
(other than shares owned by Vocera or owned by Stryker, Voice
Merger Sub Corp. or any subsidiary of Stryker, shares irrevocably
accepted for purchase in the tender offer, and shares held by
stockholders of Vocera who have properly demanded and perfected the
right to appraisal under Delaware law with respect to such shares)
has been converted automatically into the right to receive the same
consideration payable pursuant to the tender offer of $79.25 per
share, net to the holder in cash, without interest and subject to
any applicable withholding of taxes. Upon completion of the merger,
Vocera became a direct or indirect wholly owned subsidiary of
Stryker. Shares of Vocera ceased trading prior to the open of the
market on February 23, 2022 and will be delisted from the New York
Stock Exchange.
About StrykerStryker is one of
the world’s leading medical technology companies and, together with
its customers, is driven to make healthcare better. The company
offers innovative products and services in Medical and Surgical,
Neurotechnology, Orthopaedics and Spine that help improve patient
and hospital outcomes. More information is available at
www.stryker.com.
Forward-looking statements
This press release contains information that includes or is
based on forward-looking statements within the meaning of the
federal securities law that are subject to various risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied in such statements. Such
factors include, but are not limited to: the impact on our
operations and financial results of the COVID-19 pandemic and any
related policies and actions by governments or other third parties;
unexpected liabilities, costs, charges or expenses in connection
with the acquisition of Vocera; the effects of the Vocera
transaction on the relationships of the parties with employees,
customers, other business partners or governmental entities;
weakening of economic conditions that could adversely affect the
level of demand for our products; pricing pressures generally,
including cost-containment measures that could adversely affect the
price of or demand for our products; changes in foreign exchange
markets; legislative and regulatory actions; unanticipated issues
arising in connection with clinical studies and otherwise that
affect United States Food and Drug Administration approval of new
products, including Vocera products; potential supply disruptions;
changes in reimbursement levels from third-party payors; a
significant increase in product liability claims; the ultimate
total cost with respect to recall-related matters; the impact of
investigative and legal proceedings and compliance risks;
resolution of tax audits; the impact of the federal legislation to
reform the United States healthcare system; costs to comply with
medical device regulations; changes in financial markets; changes
in the competitive environment; our ability to integrate and
realize the anticipated benefits of acquisitions in full or at all
or within the expected timeframes, including the acquisition of
Vocera; our ability to realize anticipated cost savings; and
potential negative impacts resulting from environmental, social and
governance (ESG) and sustainability related matters. Additional
information concerning these and other factors is contained in our
filings with the United States Securities and Exchange Commission,
including our Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q. We disclaim any intention or obligation to publicly
update or revise any forward-looking statement to reflect any
change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that
affect the likelihood that actual results will differ from those
contained in the forward-looking statements.
Contacts
For investor
inquiries please
contact:Preston Wells, Vice President, Investor
Relations at 269-385-2600 or preston.wells@stryker.com
For media
inquiries please
contact:Yin Becker, Vice President, Chief
Corporate Affairs Officer at 269-385-2600 or
yin.becker@stryker.com
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