Stryker Corporation (NYSE:SYK) entered into a definitive agreement to acquire Inari Medical, Inc. (NasdaqGS:NARI) for approximately $4.8 billion on January 6, 2025. Under the terms of the definitive agreement, Stryker will commence a tender offer for all outstanding shares of common stock of Inari for $80 per share in cash. Following successful completion of the tender offer, Stryker will acquire all remaining shares not tendered in the offer through a second step merger at the same price as in the tender offer. Transaction will be funded with cash on hand and debt. In case of termination of the transaction under specified circumstances, Inari will pay Stryker a termination fee of $163 million.

Consummation of the tender offer is subject to a minimum tender of at least a majority of then-outstanding Inari common shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The boards of directors of both Stryker and Inari have unanimously approved the transaction. The required waiting period under the HSR Act applicable to the Offer expired at 11:59 p.m., New York City time on February 3, 2025. The transaction is anticipated to close by the end of the first quarter of 2025. As of January 28, 2025, the transaction is expected to close toward the end of February 2025.

Seth H. Katz, Scott R. Williams, Sally Wagner Partin, Christian E. Pilhofer, Vadim Brusser, Patrick J. Harrison (London), Jaime L.M. Jones, Donielle McCutcheon, Catherine D. Stewart, E. Kyle Barnett, Stephanie P. Koh, Yolanda C. Garcia, Mason Parham and Rebecca Stuart of Sidley Austin LLP acted as legal advisors to Stryker. Raaj S. Narayan and Steven R. Green of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Inari. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Inari. Innisfree M&A Incorporated acted as proxy solicitor and Equiniti Trust Company, LLC acted as depository bank to Inari. Lee C. Parnes and Keith Pagnani of Sullivan & Cromwell LLP acted as legal advisor to Stryker. Doug Cogen
of Fenwick & West LLP acted as a legal advisor to Inari Medical.
Stryker Corporation (NYSE:SYK) complete the acquisition of Inari Medical, Inc. (NasdaqGS:NARI) on February 19, 2025. The Offer expired as scheduled at one minute after 11:59 p.m., New York City time, on February 18, 2025 (the ? Expiration Time ?) and was not extended. Equiniti Trust Company, LLC, the depository for the Offer (the ? Depository ?), advised Stryker and Merger Sub that, as of the Expiration Time, a total of 48,504,444 Shares had been validly tendered and not properly withdrawn pursuant to the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been ?received?), which tendered Shares represented approximately 81.69% of the aggregate number of outstanding Shares. Accordingly, the minimum tender condition in the Merger Agreement that the number of Shares validly tendered and not validly withdrawn prior to the expiration of the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been ?received?), when added to the Shares, if any, then-owned by Stryker or Merger Sub, represent at least a majority of the Shares outstanding as of immediately following the expiration of the Offer, is satisfied. Merger Sub has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. The total aggregate consideration paid by Merger Sub in the transaction was approximately $4.94 billion in cash. As a result of Merger Sub?s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on February 19, 2025, a change in control of Inari occurred, and Inari is now a wholly owned subsidiary of Stryker.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Donald Milder, Jonathan Root, Cynthia Lucchese, Catherine Szyman, Bill Hoffman, Rebecca Chambers, Dana G. Mead, Jr., Robert K. Warner and Andrew Hykes each resigned from his or her respective position as a member of the Inari Board of Directors and any committee thereof. These resignations were not a result of any disagreement between Inari and the directors on any matter relating to Inari?s operations, policies or practices. Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the directors of Merger Sub as of immediately prior to the Effective Time, William E. Berry Jr. and J. Andrew Pierce, became the directors of the Surviving Corporation and (ii) the officers of Inari as of immediately prior to the Effective Time remained the officers of the Surviving Corporation, in each case, to serve the Surviving Corporation in their respective positions until their respective successors are duly elected and qualified, or the earlier of their death, incapacitation, retirement, resignation or removal.