ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On December7, 2017, Entellus issued a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Entellus is furnishing the information contained in this Item 1.01 of this report and Exhibit 99.2 to this report to Item 1.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed” with the SEC for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information, Entellus makes no admission as to the materiality of any information contained in this Item 1.01 of this report and Exhibit 99.2.
| Item 1.01. | Financial Statements and Exhibits. |
(d)Exhibits.
|
Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of December7, 2017, by and among Stryker Corporation, Explorer Merger Sub Corp. and Entellus Medical, Inc. (filed herewith) |
| 99.1 | Form of Voting Agreement, dated as of December7, 2017, by and between Stryker Corporation and the applicable stockholder of Entellus Medical, Inc. (filed herewith) |
| 99.2 | Press Release, dated December7, 2017 (furnished herewith) |
| * | The schedules to the Agreement and Plan of Merger have been omitted from this filing to Item601(b)(2) of Regulation S-K. Entellus will furnish copies of any such schedules to the SEC upon request. |
Additional Information and Where to Find It
In connection with the proposed Merger, Entellus plans to file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, ENTELLUS’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Entellus files with the SEC (when available) from the SEC’s website at www.sec.gov and Entellus’s website at www.entellusmedical.com. In addition, the proxy statement and other documents filed by Entellus with the SEC (when available) may be obtained from Entellus free of charge by directing a request to Entellus Medical, Inc., 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Entellus and its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from Entellus’s stockholders in connection with the proposed Merger. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Entellus’s Annual Report on Form 10-K for the fiscal year ended December31, 2016, which was filed with the SEC on February22, 2017, and its definitive proxy statement for the 2017 annual meeting of stockholders, which was filed with the SEC on April26, 2017. To the extent the holdings of Entellus securities by Entellus’s directors and executive officers have changed since the amounts set forth in Entellus’s proxy statement for its 2017 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed Merger will be included in the proxy statement relating to the proposed Merger when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and Entellus’s website at www.entellusmedical.com.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended.In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “continue,” and other similar terminology or the negative of these terms, but their absence does not mean that a particular statement is not forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated by the forward-looking statements as a result of various factors, including: (i)Entellus may be unable to obtain stockholder approval as required for the Merger; (ii)conditions to the closing of the Merger may not be satisfied; (iii)the Merger may involve unexpected costs, liabilities or delays; (iv)the effect of the announcement of the Merger on the ability of Entellus to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Entellus does business, or on Entellus’s operating results and business generally; (v)Entellus’s business may suffer as a result of uncertainty surrounding the Merger and disruption of management’s attention due to the Merger; (vi)the outcome of any legal proceedings related to the Merger; (vii)Entellus may be adversely affected by other economic, business, and/or competitive factors; (viii)the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ix)risks that the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; and (x)other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Entellus are set forth in its filings with the SEC, including Entellus’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular Item 1A of Entellus’s Annual Report on Form 10-K for the fiscal year ended December31, 2016 and Item 1A of Part II of Entellus’s Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2017 under the headings “Risk Factors.” The risks and uncertainties described above and in Entellus’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Entellus and its business, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Entellus files from time to time with the SEC. The forward-looking statements in this report speak only as of the date of this report. Except as required by law, Entellus assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
ENTELLUS MEDICAL INC ExhibitEX-2.1 2 d500361dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION,…To view the full exhibit click here
About ENTELLUS MEDICAL, INC. (NASDAQ:ENTL)
Entellus Medical, Inc. is a medical technology company. The Company is focused on the design, development and commercialization of products for the minimally invasive treatment of patients who are suffering from chronic sinusitis. The Company’s XprESS family of products is used by ear, nose and throat (ENT) physicians to treat patients with symptomatic inflammation of the nasal sinuses by opening narrowed or obstructed sinus drainage pathways using balloon sinus dilation. The Company’s XprESS family of products is used to treat patients with inflammation of the frontal, ethmoid, sphenoid and maxillary sinuses. Its XprESS Multi-Sinus Dilation family of products consists of its XprESS Pro device, its XprESS LoProfile device and its XprESS Ultra device. The Company’s PathAssist tools provide ENT physicians with a way to confirm sinus location and XprESS device placement. Its FocESS Sinuscopes provide ENT physicians with a solution for endoscopic visualization during a sinus procedure.
