Wright Medical — Merger or Acquisition (November 2019)
29 slides from Wright Medical's merger presentation, Nov 4, 2019
Slide 1: Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker
Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker Investor Presentation November 4, 2019
Slide 2: Cautionary Note Regarding Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than s
Slide 3: Important Information for Investors and Security Holders
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS The tender offer for Wright’s outstanding ordinary shares referenced herein has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell ordinary shares of Wright or any other sec
Slide 4: Participants in the Solicitation
PARTICIPANTS IN THE SOLICITATION Wright, its directors and executive officers and other members of its management and employees, as well as Stryker and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from Wright’s shareholders in connection with
Slide 5: Today's Announcement
Today’s Announcement Wright Medical Group N.V. Announces Definitive Agreement to be Acquired by Stryker Purchase Price of $30.75 Per Share in Cash; Total Equity Value of Approximately $4.7 Billion, Including Value of Outstanding Convertible Notes, and Total Enterprise Value of Approximately $5.4 Bil
Slide 6: Transaction Overview
Transaction Overview Consideration $30.75 per share in cash Transaction Equity Value ~$4.7 billion, including the value of outstanding convertible notes, and a total enterprise value of approximately $5.4 billion EV/LTM revenue: 6.0x Premium to Sales Multiple 52% premium over volume-weighted average
Slide 7: Wright at a Glance
Wright at a Glance Recognized Leader in Extremities & Biologics Global Footprint with the largest specialized direct sales force in the U.S. Broad extremities portfolio Strong R&D pipeline Emphasis on medical education and mobile surgical training 7
Slide 8: Stryker at a Glance
Stryker at a Glance One of the world’s leading medical technology companies offering innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine. $13.6 billion in annual global sales in 2018 –39 straight years of sales growth One of the world’s best workplac
Slide 9: Expected Benefits of the Proposed Acquisition
Expected Benefits of the Proposed Acquisition Wright will be a significant addition to Stryker’s orthopaedics business Expands Stryker’s existing platform in upper extremities and lower extremities Adds new growth platforms in biologics and digital technologies Leverages combined organization’s worl
Slide 10: Roadmap To Completion
Roadmap To Completion Event Execute definitive agreement Solicit tender of shares from Wright shareholders Hold extraordinary general meeting of shareholders Receive regulatory clearances Close transaction Expected Timeline Completed Tender offer documents to be filed in Q4 2019 Proxy statement for
Slide 11: A Bright and Exciting Future as Part of Stryker!
A Bright and Exciting Future as Part of Stryker! Offers significant value for the company’s stakeholders, including shareholders, customers and employees Advances our broad platform of upper and lower extremities, biologics and digital technologies with one of the world’s leading medical technology
Slide 12: For additional information, please contact
For additional information, please contact: Julie Dewey Chief Communications Officer julie.dewey@wright.com (901) 290-5817 www.wright.com NASDAQ: WMGI 12
Slide 13: Wright and Stryker Proposed Acquisition Employee Town Hall
Wright and Stryker Proposed Acquisition Employee Town Hall 3
Slide 14: Cautionary Note Regarding Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than s
Slide 15: Important Information for Investors and Security Holders
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS The tender offer for Wright’s outstanding ordinary shares referenced herein has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell ordinary shares of Wright or any other sec
Slide 16: Participants in the Solicitation
PARTICIPANTS IN THE SOLICITATION Wright, its directors and executive officers and other members of its management and employees, as well as Stryker and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from Wright’s shareholders in connection with
Slide 17: Today's Announcement
Today’s Announcement Stryker intends to acquire Wright by purchasing all ordinary shares of Wright Medical through a cash tender offer of $30.75 per share, followed by a corporate reorganization Once the transaction has been completed, Wright will become part of Stryker’s Orthopaedic business in its
Slide 18: Transaction Overview
Transaction Overview Anticipated Close Consideration Closing Conditions Second half of 2020, subject to closing conditions $30.75 per share in cash EV/LTM revenue: 6.0x 52% premium over volume-weighted average closing price of Wright ordinary shares over the thirty calendar days ended October 31, 20
Slide 19: Stryker at a Glance
Stryker at a Glance One of the world’s leading medical technology companies offering innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine. $13.6 billion in annual global sales in 2018 – 39 straight years of sales growth One of the world’s best workpla
Slide 20: Mission and Values
Mission and Values Mission Together with our customers, we are driven to make healthcare better. Values Integrity - We do what's right People - We grow talent Accountability - We do what we say Performance - We deliver
Slide 21: Why Wright?
Why Wright? “This acquisition enhances our global market position in trauma & extremities, providing significant opportunities to advance innovation, improve outcomes and reach more patients. Wright has built a successful business and we look forward to welcoming their team to Stryker.” Kevin Lobo C
Slide 22: Why Wright? Key Benefits for Stryker
Why Wright? Key Benefits for Stryker Wright will be a significant addition to Stryker’s orthopaedics business Expands Stryker’s existing platform in upper extremities and lower extremities Adds new growth platforms in biologics and digital technologies Leverages combined organization’s world-class s
Slide 23: Why Stryker? Key Benefits for Wright
Why Stryker? Key Benefits for Wright Advances our broad platform of extremities and biologics technologies with one of the world’s leading medical technology companies Leverages Wright’s world-class sales organization to better serve and reach more patients and clinicians Affords Wright employees th
Slide 24: What's Next? What Does this Mean for Wright Employees?
What’s Next? What Does this Mean for Wright Employees? A transition period exists between this announcement and Day One when the transaction is closed, which is expected in second half 2020 During the transition period, Wright will continue to operate normally…“business as usual” Job responsibilitie
Slide 25: Roadmap To Completion
Roadmap To Completion Event Expected Timeline Execute definitive agreement Solicit tender of shares from Wright shareholders Hold extraordinary general meeting of shareholders Receive regulatory clearances Close transaction Completed Tender offer documents to be filed in Q4 2019 Proxy statement for
Slide 26: Our Commitment to You
Our Commitment to You Ongoing, frequent & timely updates to provide additional information Regular management contact In-person meetings where possible to keep employees informed Written communication as information becomes available Maintain open and transparent communication Fully dedicated manage
Slide 27: A Bright and Exciting Future as Part of Stryker!
A Bright and Exciting Future as Part of Stryker! Advances our broad platform of upper and lower extremities, biologics and digital technologies with one of the world’s leading medical technology companies Leverages combined organization’s world-class sales forces and expertise in developing and mark
Slide 28: Wright and Stryker Proposed Acquisition Q&A
Wright and Stryker Proposed Acquisition Q&A 16
Slide 29: Thank you
Thank you WRIGHT. FOCUSED EXCELLENCE
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