K2M GROUP HOLDINGS, INC. (NASDAQ:KTWO) Files An 8-K Other EventsItem 8.01 Other Events
On October 5, 2018, K2M Group Holdings, Inc. (“K2M”) issued a press release announcing that it has set a record date and meeting date for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced Agreement and Plan of Merger, dated as of August 29, 2018, by and among Stryker Corporation, a Michigan corporation (“Stryker”), Austin Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Stryker (“Merger Sub”) and K2M, to which, on the terms and subject to the conditions therein, Merger Sub will merge with and into K2M, with K2M surviving the merger as a wholly owned subsidiary of Stryker (the “Merger”). At the special meeting, K2M stockholders will also vote on a non-binding advisory proposal to approve the compensation that may become payable to K2M’s named executive officers in connection with the consummation of the Merger.
K2M stockholders of record as of the close of business on October 4, 2018 will be entitled to receive notice of the special meeting and to vote at the special meeting. The special meeting of K2M stockholders will be held on Wednesday, November 7, 2018 at 8:00 a.m., Eastern Time, at K2M’s headquarters at 600 Hope Parkway SE, Leesburg, Virginia 20175.
K2M also announced on October 5, 2018 that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission on October 5, 2018 with respect to the special meeting. K2M expects to commence mailing the definitive proxy statement to its stockholders on or about October 9, 2018.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Financial Statements and Exhibits
Press Release, dated October 5, 2018
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. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to the expected timing, completion and effects of the proposed merger, as well as other statements representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of the merger; future financial and operating results of K2M Group Holdings, Inc. (“K2M”); K2M’s plans, objectives, expectations and intentions with respect to future operations and services; required approvals to complete the merger by our stockholders and by governmental regulatory authorities, and the timing and conditions for such approvals; the stock price of K2M prior to the consummation of the transactions; and the satisfaction of the closing conditions to the proposed merger. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the Securities and Exchange Commission (the “SEC”). Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.k2m.com under “Investor Relations.” You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of the date of this Current Report on Form 8-K. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Current Report on Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures
which modify or impact any of the forward-looking statements contained in or accompanying this Current Report on Form 8-K, such statements or disclosures will be deemed to modify or supersede such statements in this Current Report on Form 8-K.
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report on Form 8-K relates to a proposed acquisition of K2M by Stryker Corporation. In connection with this proposed acquisition, K2M has filed a definitive proxy statement and has filed or may file other documents with the SEC. This communication is not a substitute for any proxy statement or other document K2M has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF K2M ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT HAVE BEEN (OR MAY BE) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy statement will be mailed to stockholders of K2M on or about October 9, 2018. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by K2M through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by K2M are available free of charge on K2M’s internet website at www.K2M.com or upon written request to: Secretary, K2M Group Holdings, Inc., 600 Hope Parkway SE, Leesburg, Virginia 20175, or by telephone at (703) 777-3155.
Participants in Solicitation
K2M, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger is set forth in the definitive proxy statement filed with the SEC on October 5, 2018. Information about the directors and executive officers of K2M is set forth in its Annual Report on Form 10-K for the fiscal year ended December31, 2017, which was filed with the SEC on March1, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April20, 2018, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018, which were filed with the SEC on May 2, 2018 and August2, 2018, respectively, and its Current Reports on Form 8-K or Form 8-K/A, which were filed with the SEC on January 8, 2018, January 9, 2018, February 28, 2018, March 29, 2018, May 1, 2018, June 11, 2018, June 14, 2018, June 18, 2018, August 1, 2018 and August 30, 2018.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials filed with the SEC.
K2M Group Holdings, Inc.
600 Hope Parkway SE
Leesburg, Virginia 20175
Tel. (703) 777-3155
K2M GROUP HOLDINGS, INC. ExhibitEX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1K2M Group Holdings,…To view the full exhibit click
About K2M GROUP HOLDINGS, INC. (NASDAQ:KTWO)
K2M Group Holdings, Inc. is a medical device company focused on designing, developing and commercializing spine technologies and techniques. The Company’s spine products are used by spine surgeons to treat spinal pathologies, such as deformity (primarily scoliosis), trauma and tumor. The Company is engaged in designing, development and commercialization of products for patients suffering from degenerative spinal conditions. Its products consist of implants, disposables and instruments, which are marketed and sold primarily to hospitals for use by spine surgeons. The Company’s product portfolio contains over 70 product lines that are used in spine surgeries, minimally invasive spine (MIS) and degenerative surgeries. It markets or sells its products in the United States and over 36 other countries. The Company’s technologies include MESA, Rail 4D, Quicket Deformity, CAPRI, SERENGETI, RAVINE, EVEREST, CASCADIA and tifix.