Stryker B.V. entered into a definitive agreement to acquire Wright Medical Group N.V. (NasdaqGS:WMGI) for $4 billion on November 4, 2019. Stryker will acquire all of the issued and outstanding ordinary shares of Wright Medical Group N.V. for a total equity value of approximately $4.7 billion, including the value of Wright Medical Group’s outstanding convertible notes and total enterprise value of approximately $5.4 billion. Under the terms of the agreement, Stryker will commence a tender offer for all outstanding ordinary shares of Wright for $30.75 per share, in cash. Stryker intends to finance the acquisition of Wright with the net proceeds of offering which will be approximately $2.62 billion, as well as additional debt financing and/or cash on hand. Wright Medical Group may be required to pay a fee of $150 million in the event of termination of the transaction under certain circumstances. If minimum tender and other conditions in the agreement are not satisfied and tender offer is not consummated on or prior to February 4, 2021, the agreement will be terminated. Stryker B.V. may extend the offer to such other date and time as may be agreed in writing by Wright and Stryker and will extend the offer for the minimum period required by applicable law, rule, regulation, interpretation or position of the United States Securities and Exchange Commission or the rules of the Nasdaq Global Select Market. The closing of the transaction is subject to receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an extraordinary general meeting of Wright’s shareholders, completion of the tender offer, the offer satisfies the minimum condition clearance by U.S. and certain non-U.S. antitrust regulators and other customary closing conditions. The transaction is not subject to a financing condition. On December 16, 2019, Wright Medical filed a Premerger Notification with respect to the Offer with the Antitrust Division and the FTC. On December 31, 2019, the FTC sent a second request with respect to the Offer. As a result of the second request, the waiting period under the HSR Act applicable to the Offer has been extended until the 10th calendar day following the date of the substantial compliance with the second request, unless such waiting period is earlier terminated. As on December 13, 2019, Stryker commenced a tender offer. The Boards of Directors of both Stryker and Wright have unanimously approved the transaction. The deal is approved by shareholders of Wright Medical Group on April 24, 2020. As of May 20, 2020, The Competition and Markets Authority to announce its decision whether to refer the merger for a Phase 2 investigation on July 15, 2020. The Competition and Markets Authority completed phase 1 review of the transaction on June 30, 2020. On July 7, 2020, Stryker offered undertakings to UK Competition and Markets Authority (CMA). As of July 9, 2020, the transaction was approved by General Authority for Competition. On July 14, 2020, UK Competition and Markets Authority (CMA) considers that there are reasonable grounds for believing that the undertakings offered by Stryker, or a modified version of them, might be accepted by the UK Competition and Markets Authority (CMA). UK Competition and Markets Authority (CMA) now has until September 9, 2020 to decide whether to accept the undertaking, with the possibility to extend this timeframe to November 4, 2020 if it considers there are special reasons for doing so. As on February 26, 2020, 17.45 million Wright Medical ordinary shares, representing approximately 13.6% of the outstanding Wright Medical ordinary shares, have been validly tendered pursuant to the tender offer and not properly withdrawn. As of June 26, 2020, 10.4 million Wright Medical ordinary shares (excluding Wright Medical ordinary shares tendered pursuant to guaranteed delivery procedures), representing approximately 8.1% of the outstanding Wright Medical ordinary shares, have been validly tendered pursuant to the tender offer and not properly withdrawn and an additional 1.12 million Wright Medical ordinary shares, representing approximately 0.9% of the outstanding Wright Medical ordinary shares, had been tendered pursuant to guaranteed delivery procedures. As on August 28, 2020, 13.61 million Wright Medical ordinary shares, representing approximately 10.5% of the outstanding Wright Medical ordinary shares, have been validly tendered pursuant to the tender offer and not properly withdrawn and an additional 0.73 million shares, representing approximately 0.6% of the outstanding Shares, had been tendered pursuant to guaranteed delivery procedures. As of September 9, 2020, Stryker Corp. named a prospective divestiture buyer for its Scandinavian Total Ankle Replacement unit in an effort to convince antitrust enforcers in Washington and London to clear the transaction. As of October 15, 2020, Stryker Corp entered into a definitive agreement with Colfax Corporation for the divestiture of Stryker’s STAR total ankle replacement product and related assets and finger joint replacement products, and the divestiture is subject to receipt of the necessary regulatory approvals and is conditioned upon the consummation of the offer and other customary closing conditions. The deal is approved by Austrian Federal Competition Authority, the German Federal Cartel Office and the Saudi Arabian General Authority for Competition. The transaction is expected to close in the second half of 2020. The tender offer is set to expire on February 27, 2020. As of February 26, 2020, the tender offer is now scheduled to expire on April 30, 2020. As on April 27, 2020, Stryker B.V. extended the offering period and the offer is now scheduled to expire on June 30, 2020, unless the tender offer is further extended or earlier terminated in accordance with the purchase agreement. As of June 29, 2020, the tender offer is now scheduled to expire on August 31, 2020. As of August 28, 2020, the tender offer has been extended and is now scheduled to expire on September 30, 2020. As of September 29, 2020, tender offer has been extended and is now scheduled to expire on October 14, 2020. As of October 13, 2020, the transaction is expected to close on October 28, 2020. Guggenheim Securities, LLC and J.P. Morgan Securities LLC acted as financial advisors to Wright Medical Group. Zachary R. Blume, Paul M. Kinsella, Lee Allison, Michael McFalls, Thomas Holden and Loretta Richard of Ropes & Gray LLP and Duco de Boer, Jeroen Smits, Eva Das, Manon Cremers, Pieter Schütte, Claire-Marie Darnand of Stibbe N.V. acted as legal advisors to Wright Medical Group. Richard C. Witzel, Jr., Kenneth Betts, Joseph Yaffe, Clifford Aronson and Ingrid Vandenborre of Skadden, Arps, Slate, Meagher & Flom LLP and Alexander Kaarls, Paulus Merks and Paul de Vries of Houthoff Coöperatief U.A. acted as legal advisors to Stryker Corporation. Charles Ruck, Michele Johnson and Mandy Reeves of Latham & Watkins LLP acted as legal advisors to financial advisors Guggenheim Securities, LLC and J.P. Morgan Securities LLC. Innisfree M&A Incorporated is acting as the Information Agent for Stryker B.V. Wright Medical Group N.V. will pay $37.6 million cash transaction advisory fees to Guggenheim Securities, LLC and a cash milestone fee of $1 million payable upon the rendering of Guggenheim Securities’ fairness opinion. The cash milestone fee will be credited against the foregoing cash transaction fee. Wright Medical Group has agreed to pay J.P. Morgan a transaction fee upon consummation of the transactions contemplated by the agreement, which is currently estimated to be approximately $16.1 million. American Stock Transfer & Trust Company, LLC acted as the depositary for the tender offer for Stryker B.V. Karim Nassar, Hisham Attar and David Monnier of Abdulaziz Alajlan & Partners acted as the legal advisor to Stryker Corporation, parent of Stryker B.V. Stryker B.V. completed the acquisition of Wright Medical Group N.V. (NasdaqGS:WMGI) on November 10, 2020. As of November 10, 2020, approximately 124.9 million Wright Medical shares (95% of outstanding shares) were tendered. The number of Shares validly tendered into the Offer and not properly withdrawn satisfies the Minimum Condition. As a result, each share held by shareholders of Wright Medical who did not tender their Shares pursuant to the Offer was converted into the right to receive an amount in cash equal to the Offer Consideration. Upon completion of the transaction, Wright Bermuda became wholly-owned subsidiary of Stryker and ceased trading on Nasdaq. On December 17, 2020, Federal Trade Commission approved the final order of the transaction. The final order requires Stryker and Wright to divest all assets associated with Stryker’s total ankle replacements and finger joint implants to DJO Global, allowing it to become an independent, viable, and effective competitor in these markets. The Commission vote to approve the final order was 5-0.