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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On October 10, 2018, Wright Medical Group, Inc., a Delaware corporation (the “
Company
”), completed its previously announced acquisition of Cartiva, Inc., a Delaware corporation (“
Cartiva
”). Pursuant to the terms of the Agreement and Plan of Merger (the “
Merger Agreement
”), dated August 24, 2018, by and among the Company, Braves WMS, Inc., a Delaware corporation (the “
Merger Sub
”), Wright Medical Group N.V., a Dutch public limited liability company (naamloze vennootschap) (“
Wright
”), for the limited purposes referenced in the Merger Agreement, Cartiva, and Fortis Advisors LLC, a Delaware limited liability company, as representative of the stockholders of Cartiva, Merger Sub merged with and into Cartiva, with Cartiva continuing as the surviving entity and a wholly owned subsidiary of the Company (the “
Merger
”). The aggregate purchase price for the Merger was $435 million payable in cash (the “
Purchase Price
”), subject to certain adjustments set forth in the Merger Agreement.
At the effective time of the Merger (the “
Effective Time
”), in accordance with the Merger Agreement and subject to the terms and conditions of the Merger Agreement, among other things, (i) each share of Cartiva capital stock (other than shares held by Cartiva and shares owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law) that was issued and outstanding immediately prior to the Effective Time was converted to the right to receive a pro rata share of the Purchase Price (the “
Per Share Amount
”), subject to the withholding of cash to be held in escrow for certain indemnification obligations and cash for certain expenses and subject to certain adjustments set forth in the Merger Agreement; and (ii) each option and each warrant to purchase shares of Cartiva’s capital stock that was issued and outstanding immediately prior to the Effective Time was converted to the right to receive the amount by which the Per Share Amount exceeded the exercise price per share attributable to such option or warrant, as applicable, subject to the withholding of cash to be held in escrow for certain indemnification obligations and cash for certain expenses and subject to certain adjustments set forth in the Merger Agreement.
The foregoing descriptions of the Merger Agreement and the Merger are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Wright’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “
SEC
”) on August 27, 2018, and is incorporated by reference herein. The Merger Agreement has been included solely to provide Wright’s investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about Wright or its subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement: (i) are made only for purposes of the Merger Agreement and are made as of specific dates; (ii) are solely for the benefit of the parties; (iii) may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Wright’s investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Wright or its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.
In connection with the Merger and in order to finance a portion of the Purchase Price and related fees and expenses in connection therewith, Wright previously completed an offering of 18,248,932 shares of its ordinary shares, par value €0.03 per share, at an initial price to the public of $24.60 per share (the “
Offering
”). For more information regarding the Offering, please see Wright’s Current Report on Form 8-K filed on August 29, 2018, which is incorporated herein by reference.