STRYKER CORPORATION (NYSE:SYK) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 29, 2018, Stryker Corporation, a Michigan corporation ("Stryker"), and Austin Merger Sub Corp., a Delaware corporation ("Merger Sub") and wholly owned direct or indirect subsidiary of Stryker, entered into an Agreement and Plan of Merger (the "Merger Agreement"), with K2M Group Holdings, Inc., a Delaware corporation ("K2M"). K2M and its subsidiaries design and develop complex spine and minimally invasive spine technologies and techniques used by spine surgeons to treat complicated spinal pathologies.
On the terms and to the conditions set forth in the Merger Agreement, upon the consummation of the Merger, (i) Merger Sub will merge with and into K2M, with K2M continuing as the surviving corporation and a wholly owned direct or indirect subsidiary of Stryker (the "Merger") and (ii) each share of K2M common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $27.50 in cash. The total equity value for the transaction will be approximately $1.4 billion. Consummation of the Merger is subject to (i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) receipt of required consents and approvals under various foreign competition laws, (iii) receipt of the affirmative vote of at least a majority of the outstanding shares of K2M common stock entitled to vote on the Merger, and (iv) other customary closing conditions.
The Merger Agreement contains customary representations and warranties of each of the parties. The Merger Agreement also contains customary covenants and agreements, including with respect to the operation of the business of K2M between signing and closing and the use of reasonable best efforts to consummate the transaction. In addition, K2M has agreed, among other things, not to solicit alternative proposals or, subject to certain exceptions, enter into discussions concerning, or provide information in connection with, any alternative proposal.
The Merger Agreement contains certain termination rights and provides that upon termination of the Merger Agreement under specified circumstances, K2M will owe Stryker a cash termination fee of $47.6 million.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Stryker. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in Stryker’s public disclosures. Investors should read the Merger Agreement together with the other information concerning Stryker and K2M that each company publicly files in reports and statements with the U.S. Securities and Exchange Commission.
REGULATION FD DISCLOSURE
On August 30, 2018, Stryker issued a press release announcing its entry into the Merger Agreement. A copy of the press release announcing the entry into the Merger Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
FINANCIAL STATEMENTS AND EXHIBITS
Agreement and Plan of Merger, dated as of August 29, 2018, by and among Stryker Corporation, Austin Merger Sub Corp. and K2M Group Holdings, Inc.*
Press Release, dated August 30, 2018
*Schedules have been omitted to Item 601(b)(2) of Regulation S-K. Stryker Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
STRYKER CORP ExhibitEX-2.1 2 sykex21agreementandplanofm.htm EXHIBIT 2.1 Exhibit Exhibit 2.1Execution VersionAGREEMENT AND PLAN OF MERGERby and amongSTRYKER CORPORATION,…To view the full exhibit click
About STRYKER CORPORATION (NYSE:SYK)
Stryker Corporation (Stryker) is a medical technology company. The Company operates through three segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. The Company’s Orthopaedics segment products consist of implants used in hip and knee joint replacements and trauma and surgeries. The Company’s MedSurg segment products consist of surgical equipment and surgical navigation systems (Instruments); endoscopic and communications systems (Endoscopy); patient handling and emergency medical equipment (Medical), and reprocessed and remanufactured medical devices (Sustainability), as well as other medical device products used in a range of medical specialties. The Company’s Neurotechnology and Spine segment products consist of both neurosurgical and neurovascular devices. The Company’s products are sold in approximately 100 countries through the Company-owned sales subsidiaries and branches, as well as third-party dealers and distributors.