0001235802-20-000131.txt : 20201113
0001235802-20-000131.hdr.sgml : 20201113
20201113195125
ACCESSION NUMBER: 0001235802-20-000131
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20201111
FILED AS OF DATE: 20201113
DATE AS OF CHANGE: 20201113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Walker Jennifer S.
CENTRAL INDEX KEY: 0001549324
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35065
FILM NUMBER: 201313249
MAIL ADDRESS:
STREET 1: 5677 AIRLINE ROAD
CITY: ARLINGTON
STATE: TN
ZIP: 38002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wright Medical Group N.V.
CENTRAL INDEX KEY: 0001492658
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 980509600
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1227
BUSINESS ADDRESS:
STREET 1: PRINS BERNHARDPLEIN 200
CITY: AMSTERDAM
STATE: P7
ZIP: 1097JB
BUSINESS PHONE: 901-867-4317
MAIL ADDRESS:
STREET 1: 1023 CHERRY ROAD
CITY: MEMPHIS
STATE: TN
ZIP: 38117
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier N.V.
DATE OF NAME CHANGE: 20110201
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier B.V.
DATE OF NAME CHANGE: 20100524
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2020-11-11
1
0001492658
Wright Medical Group N.V.
WMGI
0001549324
Walker Jennifer S.
1023 CHERRY ROAD
MEMPHIS
TN
38117
0
1
0
0
SVP, Process Improvement
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
U
0
31181
30.75
D
17069
D
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
D
0
10217
0
D
6852
D
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
D
0
6852
30.75
D
0
D
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
A
0
16260
0
A
16260
D
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
D
0
16260
30.75
D
0
D
Stock Option (right to buy)
27.84
2020-11-11
4
D
0
12493
D
2029-07-26
Ordinary Shares
12493
0
D
Stock Option (right to buy)
24.49
2020-11-11
4
D
0
10916
D
2028-07-24
Ordinary Shares
10916
0
D
Stock Option (right to buy)
27.86
2020-11-11
4
D
0
10886
D
2027-07-25
Ordinary Shares
10886
0
D
Stock Option (right to buy)
21.24
2020-11-11
4
D
0
21481
D
2026-07-19
Ordinary Shares
21481
0
D
Stock Option (right to buy)
20.62
2020-11-11
4
D
0
28468
D
2025-10-13
Ordinary Shares
28468
0
D
Stock Option (right to buy)
20.62
2020-11-11
4
D
0
18979
D
2025-10-13
Ordinary Shares
18979
0
D
Stock Option (right to buy)
29.06
2020-11-11
4
D
0
10264
D
2024-05-13
Ordinary Shares
10264
0
D
Stock Option (right to buy)
30.14
2020-11-11
4
D
0
2517
D
2024-04-01
Ordinary Shares
2517
0
D
On November 4, 2019, Wright Medical Group N.V. (the Issuer) entered into a purchase agreement (the Purchase Agreement) with Stryker Corporation and its subsidiary, Stryker B.V. (the Purchaser). Pursuant to the terms of the Purchase Agreement, the Purchaser commenced a tender offer for all the outstanding ordinary shares, par value EUR 0.03 per share (Shares), of the Issuer (the Offer), and, on November 11, 2020 (the Acceptance Time), the Purchaser accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including 31,181 Shares tendered by the reporting person, in exchange for a cash payment equal to $30.75 per Share, without interest and less applicable withholding taxes (the Offer Consideration), which Offer Consideration will be paid as promptly as practicable following the Closing (as defined in the Purchase Agreement).
Includes 6,003 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, Wright RSUs) and 11,066 Shares issuable upon vesting of Wright RSUs granted on July 23, 2020 (the 2020 RSUs). See note (5) below for the treatment of such Wright RSUs and Wright 2020 RSUs in connection with the Offer.
Represents Shares issuable upon vesting of the 2020 RSUs which did not vest at the Acceptance Time and were cancelled and forfeited at the Closing for no Offer Consideration or other consideration. See note (5) below for the treatment of the Wright 2020 RSUs in connection with the Offer.
Includes 6,003 Shares issuable upon vesting of the Wright RSUs and 849 Shares issuable upon vesting of the 2020 RSUs. See Note (5) below for the treatment of Wright RSUs and Wright 2020 RSUs in connection with the Offer.
See exhibit 99.1
In connection with the Offer, each performance share unit in respect of Shares (a Wright PSU) that was outstanding and unvested immediately prior to the Acceptance Time vested in full at the Acceptance Time, and, at the Closing, was cancelled in exchange for a cash payment equal to the product of (a) $30.75 multiplied by (b) the total number of Shares subject to such Wright PSU as of immediately prior to the Acceptance Time determined based on the maximum achievement of the applicable performance condition, without interest and less applicable withholding taxes.
Pursuant to the Purchase Agreement, each outstanding option to purchase Shares (a Wright Stock Option) that was outstanding immediately prior to the Acceptance Time was automatically canceled at the Acceptance Time, and at the Closing, exchanged for a cash payment equal to the product of (a) the number of Shares subject to the unexercised portion of such Wright Stock Option immediately prior to the Acceptance Time multiplied by (b) the excess, if any, of $30.75 over the applicable per Share exercise price of such Wright Stock Option, without interest and less applicable withholding taxes.
/s/ Marija Nelson, attorney-in-fact
2020-11-13
EX-99.1
2
note.txt
EXHIBIT 99.1
EXHIBIT 99.1
In connection with the Offer, each Wright RSU, other
than the 2020 RSUs, that was outstanding and unvested
immediately prior to the Acceptance Time vested in full
at the Acceptance Time, and at the Closing was cancelled
in exchange for a cash payment equal to the product of
(a) $30.75 multiplied by (b) the total number of Shares
subject to such Wright RSU as of immediately prior to the
Acceptance Time, without interest and less applicable
withholding taxes. The 2020 RSUs vested pro rata based
on the number of days elapsed between the grant date
(July 23, 2020) and the Acceptance Time, and, at the
Closing, the vested 2020 RSUs were cancelled in exchange
for a cash payment equal to the product of (a) $30.75
multiplied by (b) the total number of vested Shares
subject to such 2020 RSU as of immediately prior to
the Acceptance Time, without interest and less
applicable withholding taxes. The remaining 2020 RSUs
that did not vest at the Acceptance Time were canceled
and forfeited at the Closing for no Offer Consideration
or other consideration. See Note (3) above.