Stryker Corporation (NYSE:SYK) signed a definitive agreement to acquire Vocera Communications, Inc. (NYSE:VCRA) for $3 billion on January 6, 2022. Under the terms of the merger agreement, Stryker will commence a tender offer for all outstanding shares of common stock of Vocera for $79.25 per share, net to the seller in cash, without interest, and subject to withholding taxes required by applicable law. The transaction will have total equity value of approximately $2.97 billion and a total enterprise value of approximately $3.09 billion (including repayment of convertible notes). Stryker expects to finance the transaction largely with cash on hand and short-term borrowings. Upon completion of the offer, each share of Vocera common stock that is not validly tendered and irrevocably accepted for purchase pursuant to the offer, shall be converted in the merger into the right to receive an amount equal to $79.25 per share, net to the seller in cash and without interest. The merger agreement also includes customary termination provisions for both Vocera and Stryker, subject, in certain circumstances, to the payment by Vocera to Stryker of a termination fee of $108.7 million.

Consummation of the offer is subject to various conditions set forth in the agreement, including that the number of Shares validly tendered and not properly withdrawn is at least a majority of all shares then outstanding; applicable regulatory approvals including the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the absence of any judgment, order or injunction or other legal restraint or prohibition imposed by any governmental authority of competent jurisdiction preventing the consummation of the offer or the merger; the merger agreement has not been terminated in accordance with its terms; the accuracy of Vocera's representations and warranties contained in the agreement; Vocera's performance in all material respects of its obligations under the agreement; the absence of a Stryker material adverse effect and acceptance for payment all shares of Vocera common stock validly tendered and not properly withdrawn pursuant to the offer. There is no financing condition to the offer. The Boards of Directors of both Stryker and Vocera have unanimously approved the transaction. Vocera Board recommended that Vocera's stockholders tender their shares in the offer. The offer will remain open for 20 business days from (and including) the date of commencement of the offer, unless extended or terminated in accordance with the terms of the merger agreement or as required by applicable law. The offer commenced on January 25, 2022 and will expire on February 22, 2022, unless extended. As of February 1, 2022, The Tender Offer is set to expire on February 22, 2022. The acquisition is expected to close in the first quarter of 2022 and is expected to have a neutral impact to net earnings per diluted share in 2022.

Evercore Group L.L.C. acted as financial advisor to Vocera and provided fairness opinion provider to Vocera Board. Richard C. Witzel, Craig Alcorn, Joseph Yaffe, Kristin Davis, Ken Kumayama, Jennifer Bragg, Alexandra Gorman, David Schwartz, Clifford Aronson and David Wales of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Stryker while Amanda L. Rose, Kris S. Withrow and Scott A. Behar of Fenwick & West LLP acted as legal advisors to Vocera. Michael Diz, William Regner and Keith Stackhouse of Debevoise & Plimpton acted as legal advisors to Evercore Group L.L.C. Computershare Trust Company, N.A acted as transfer agent and depositary and Innisfree M&A Incorporated acted as information agent for the offer to Stryker.