Kalamazoo, Michigan - February 14, 2018 - Stryker Corporation (NYSE:SYK) announced that it has crossed the 95% thresholds in VEXIM and intends to file a proposed public buy-out offer followed by a squeeze-out for the outstanding shares of VEXIM, in accordance with French tender offer laws and regulations.
After the acquisition of 92.19% of the share capital and 91.56% of the voting rights of VEXIM following a simplified public tender offer opened from November 16, 2017 to December 6, 2017, Stryker acquired 300,016 additional shares on the market (at a maximum price of EUR 20, i.e., the price paid in the simplified public tender offer) and crossed upwards the 95% thresholds in share capital and voting rights of VEXIM. Stryker now holds indirectly, through its French subsidiary Stryker France MM Holdings SAS, 8,716,415 shares and voting rights of VEXIM, representing 95.48% of the share capital and at least 95.14% of the voting rights.
As a result, Stryker intends to file, within the coming weeks, a proposed public buy-out offer for all the outstanding shares it does not own for a price per share of EUR 20, which will be followed automatically by a squeeze-out of all the remaining non-tendered shares. The public buy-out offer followed by a squeeze-out will be subject to the clearance decision of the French stock market authority (the "AMF").
In accordance with Article 261-1, I and II of the general regulation of the AMF, the board of directors of VEXIM will appoint an independent expert to issue a report regarding the fairness of the financial conditions of the proposed public buy-out offer followed by a squeeze-out.
The squeeze-out is expected to occur during Q2 2018.
The suspension of trading of VEXIM shares will be maintained until the filing of the proposed offer.
Forward-looking statements
This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: our ability to file, conduct and close the public buy-out offer and implement the squeeze-out; delays in consummating the offer or the squeeze-out; weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate acquisitions; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Stryker is one of the world's leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.
Other important information
This press release is for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sale, any securities of VEXIM. The proposed public buy-out offer followed by a squeeze-out will only be made through the documents filed with the AMF and only in France pursuant to French tender offer laws and regulations.
Contacts
For investor inquiries please contact:
Katherine A. Owen, Stryker Corporation, 269-385-2600 or [email protected]
For media inquiries please contact:
Yin Becker, Stryker Corporation, 269-385-2600 or [email protected]
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Stryker Corporation via Globenewswire