Stryker Corporation (NYSE:SYK) entered into an agreement and plan of merger to acquire Invuity, Inc. (NasdaqGM:IVTY) for approximately $180 million on September 10, 2018. The acquisition will be made via a tender offer to be commenced 10th business day following the date of this agreement. The consideration comprises of a price of $7.4 per share in cash. Under the terms of the agreement, each Invuity stock option will be paid the excess of offer price over the exchange price and each Invuity restricted stock unit will be paid the exercise price. The consideration is subject to applicable tax withholdings. Stryker will acquire 24.07 million stock, 0.92 million restricted stock unit and 2.09 million options. Concurrently with the execution agreement, each Director and executive officer of Invuity and certain stockholders affiliated with such Directors and Officers entered into tender agreements to not to sell or dispose of securities of Invuity except to participate in the offer and to tender all of their shares of Invuity common stock in the offer no later than five business days following the commencement of the offer. As a result of the transaction, Invuity will operate as a wholly-owned subsidiary of Stryke. In case of termination of the transaction, Invuity will pay Stryker a termination fee of $5.9 million in cash. The Directors of Stryker will be the Directors of Invuity and the officers of Invuity will remain.

The transaction is subject to the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, upon the consummation of the Offer and that Stryker would hold at least a majority of the Invuity common stock. The transaction is not subject to any financing condition. The Agreement has been approved by the Board of Invuity and the Board has resolved to recommend to the stockholders to accept the offer and tender their shares. The transaction has been approved by the Board of Stryker. As of September 21, 2018, tender offer has been commenced. As of, October 9, 2018, the waiting period applicable to the Offer and the Merger under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. The tender offer will expire 20th business day following the commencement of the offer.

Moelis & Company LLC acted as the financial advisor and provided fairness opinion to the Board of Directors for Invuity. Robert T. Ishii and Allison Spinner of Wilson Sonsini Goodrich & Rosati acted as the legal advisors for Invuity. Michael D. Beauvais of Ropes & Gray LLP acted as the legal advisor for Stryke. Innisfree M&A Inc. acted as information agent and Computershare Trust Company, NA acted as depository bank to Invuity. Moelis & Company LLC is entitled to receive $4.6 million in aggregate, $1.1 million of which became payable in connection with the delivery of its opinion and the remainder upon completion of the transaction.

Stryker Corporation (NYSE:SYK) completed the acquisition of Invuity, Inc. (NasdaqGM:IVTY) on October 22, 2018. The offer and withdrawal rights expired on October 22, 2018. A total of 19.7 million shares, representing approximately 81.67% of the outstanding shares of Invuity were validly tendered. The number of shares tendered satisfied the condition of the offer that there be validly tendered and not properly withdrawn prior to the expiration date such number of shares that constitutes a majority of the then outstanding shares. All other conditions to the offer having been satisfied, Stryker accepted for payment and will promptly pay for all shares validly tendered and not properly withdrawn pursuant to the offer. Invuity was delisted from the Nasdaq Stock Market on October 23, 2018.