Wright Medical Group N.V. (Wright or the Company), on November 4, 2019, the Company entered into a Purchase Agreement (the Purchase Agreement) with Stryker Corporation, a Michigan corporation (Stryker or Parent), and Stryker B.V., a private company with limited liability organized under the Laws of the Netherlands and a wholly owned subsidiary of Parent (Buyer). Pursuant to the Purchase Agreement, on December 13, 2019, Buyer commenced a tender offer to acquire all of the outstanding ordinary shares, par value 0.03 per share of the Company (Shares), at a purchase price of $30.75 per Share without interest and less applicable withholding taxes, payable in cash to the holders thereof (the Offer Consideration), on the terms and subject to the conditions set in the Offer to Purchase, dated December 13, 2019 (the Offer to Purchase), and in the related Letter of Transmittal (the Letter of Transmittal and, together with the Offer to Purchase, as each may be amended from time to time, the Offer). Pursuant to the Purchase Agreement, effective as of the closing, the directors of Buyer, Spencer S. Stiles, William E. Berry, Jeanne M. Blondia, and David G. Furgason, became directors of the Company. In connection
therewith, each of Robert J. Palmisano, J. Patrick Mackin, John L. Miclot, Kevin O'Boyle, Amy S. Paul, Richard F. Wallman and Elizabeth H. Weatherman tendered their respective resignations as directors from the Board and from all committees of the Board on which such directors served, effective as of the closing, and Gary D. Blackford and David D. Stevens tendered their respective resignations as directors from the Board and from
all committees of the Board on which they served. Pursuant to the Third-Step Merger, as of the Final Effective Time, (i) Spencer S. Stiles and William E. Berry became directors of the Company and (ii) Spencer S. Stiles and William E. Berry became the officers of the Company, serving as the president and vice president, respectively.