December 23, 2019
Via E-mail

Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, IL 60606

       Re:     Wright Medical Group N.V.
               Schedule TO-T
               Filed December 13, 2019
               File No. 005-86024

Dear Mr. Witzel:

       The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in Offer to Purchase for Cash attached as Exhibit (a)(1)(A) to the
Schedule TO-T. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Exhibit (a)(1)(A)

Cover Page

1. While Purchaser may amend the minimum condition at any time during the
initial offering
   period, changing it requires that Purchaser amend the offer materials,
disseminate
   information about the change, and ensure that sufficient time remains in the
initial offering
   period for Wright shareholders to receive and react to the new information.
Additionally,
   Purchaser may be required to disseminate revised disclosure explaining the
effect of any
   change to the ownership percentage that Purchaser and Stryker may own after
the offer. For
   example, in certain non-U.S. jurisdictions, where a bidder cannot eliminate
remaining target
   shareholders simply by acquiring a majority of the target's shares, lowering
the minimum
   condition may require an explanation of the effect on a bidder's ability to
integrate the target
 Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
December 23, 2019
Page 2

   company after the offer. Please revise the disclosure to affirm that
Purchaser will provide
   shareholders with additional disclosure after any change in the minimum
condition and
   ensure that the offer remains open for an adequate time to allow
shareholders to react to that
   new disclosure.

2. Explain the phrase "subsequent EGM" and clarify the circumstances pursuant
to which
   Wright may hold such a meeting. Discuss any impact a subsequent EGM would
have on
   Purchaser providing a subsequent offering period.

3. The Purchase Agreement provides that Purchaser will accept all shares
validly tendered for
   payment within two business days following the Expiration Time, and will pay
for the shares
   within two business days following the Acceptance Time. Provide us with your
analysis as
   to how this complies with the prompt payment requirement in Rule 14e-1(c).

Acceptance for Payment and Payment for Shares, page 9

4. You state that determinations by Purchaser as to questions of validity,
form, eligibility, and
   acceptance for payment of any tenders will be "final and binding" upon the
tendering party.
   Please revise to clarify that tendering shareholders may challenge
Purchaser's determinations
   in a court of competent jurisdiction.

Source and Amount of Funds, page 22

5. Specify the portion of funds that are expected to come from bank or other
debt financings.
   Disclose the parties to the arrangements, the applicable interest rates, and
any other material
   terms of the arrangements. Refer to Item 1007(d) of Regulation M-A.

Termination of the Purchase Agreement, page 43

6. The disclosure in this section indicates that under certain circumstances,
the Purchase
   Agreement may be terminated following the expiration date but prior to
acceptance. In your
   response letter, please advise us as to the parties' understanding regarding
Purchaser's
   obligation to consummate the offer following termination of the Purchase
Agreement
   assuming all offer conditions have been satisfied or waived.

The Purchase Agreement; Other Agreements
Governing Law, Jurisdiction, page 45

7. In your response letter, tell us whether this choice of forum provision is
intended to apply to
   or limit claims brought by Wright shareholders, and if so, provide the basis
for that assertion.
   To the extent you intend for this choice of forum provision to apply to
shareholders, clarify
   whether the provision applies to claims brought under the Securities Act or
Exchange Act.
 Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
December 23, 2019
Page 3

Purpose of the Offer; Plans for Wright, page 45

8. Your disclosure indicates that if the Governance Resolutions are approved,
record ownership
   of shares can only be transferred pursuant to a notarial deed executed
before a Dutch notary,
   which will include various administrative formalities and require
shareholders to incur costs
   for Dutch notarial fees upon transfer. Please advise us as to whether,
pursuant to the
   proposed amendment of Wright's articles of association at the EGM, these
transfer
   restrictions could take effect during the pendency of the tender offer or
subsequent offer
   period. To the extent that is the case, tell us how this process complies
with the prompt
   payment requirement in Rule 14e-1(c) and the best-price requirement in Rule
14d-10. You
   should also disclose how long the process is expected to take and quantify
the costs to
   shareholders.

Post-Offer Reorganization, page 46

9. In your response letter, please provide us with an analysis as to whether
Exchange Act Rule
   13e-3 will apply to any second-step squeeze out transaction following
consummation of the
   offer.

Certain Conditions of the Offer, page 51

10. Refer to the condition set forth in the last bullet point on page 52: " the
Purchase Agreement
    has not been terminated pursuant to its terms." To the extent a bidder
reserves the right to
    assert an offer condition based upon its own action or inaction, the tender
offer could be
    viewed as illusory and thus in contravention of Section 14(e). Please
revise to make clear
    that all Offer conditions must be outside the control of the bidder.

11. Please clarify whether the aforementioned condition is solely for the
benefit of Stryker and
    Purchaser, as your disclosure in the last paragraph of page 52 appears to
conflict with the
    first full paragraph on page 53 in that respect. Also clarify whether the
condition is subject to
    waiver by Stryker or Purchaser.

12. Your disclosure indicates that Purchaser will not be deemed to have waived
its rights relating
    to the satisfaction or waiver of the conditions to the extent Purchaser
fails to exercise such
    rights at a given time. This suggests that Purchaser may become aware that
an offer
    condition has been triggered yet the tender offer may proceed without new
disclosure. To the
    extent Purchaser becomes aware of any offer condition becoming operative in
a way that
    would enable Purchaser to terminate the offer or cancel the obligation to
accept tenders, and
    Purchaser elects to proceed with the offer anyway, we view that decision as
being a waiver of
    the condition. If a material condition is waived, a material change has
occurred to the offer
    document within the meaning of Rule 14d-6(c). Please revise this section to
qualify the
    referenced disclosure by affirming Purchaser's understanding of its
obligation to disclose
    material changes.
 Richard C. Witzel, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
December 23, 2019
Page 4

Miscellaneous, page 55

13. Refer to the statement, "The Offer is not being made to (nor will tenders
be accepted from or
    on behalf of) Wright shareholders in any jurisdiction in which the making
of the Offer or the
    acceptance thereof would not be in compliance with the securities, blue sky
or other laws of
    such jurisdiction." While you are not required to distribute the offer
materials into any
    foreign jurisdiction, tenders must be accepted from all target security
holders, wherever
    located. See Rule 14d-10 and guidance in Release No. 33-8957 (September 19,
2008).
    Please revise your disclosure here accordingly.

                                              *   *   *

        We remind you that the registrant and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        Please direct any questions to me at (202) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                            Sincerely,

                                                            /s/ Joshua Shainess

                                                            Joshua Shainess
                                                            Special Counsel
                                                            Office of Mergers
and Acquisitions