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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________________
Date of Report (Date of earliest event reported): April 24, 2020
___________________
WRIGHT MEDICAL GROUP N.V.
(Exact name of registrant as specified in its charter)
The
Netherlands
1-35065
98-0509600
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
Prins Bernhardplein 200
 
1097 JB
Amsterdam,

The
Netherlands
None
(Address of principal executive offices)
(Zip Code)
(+ 31) 20 521 4777
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Ordinary shares, par value €0.03 per share
 
WMGI
 
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2020, Wright Medical Group N.V. (“Wright”) held an extraordinary general meeting of shareholders (the “EGM”) to consider 12 voting proposals, each of which is described in more detail in Wright’s definitive proxy statement for the EGM filed with the Securities and Exchange Commission on March 20, 2020 (the “Proxy Statement”).
Following shareholder approval of voting proposal no. 6, Wright’s articles of association were amended to fix the amount of compensation that dissenting shareholders may claim in connection with the proposed Mergers (as defined in the Proxy Statement) at $30.75, without interest and less applicable withholding taxes, which is equal to the purchase price offered by Stryker B.V. (“Purchaser”), an indirect, wholly-owned subsidiary of Stryker Corporation (“Stryker”), pursuant to its offer to purchase all of Wright’s outstanding ordinary shares, par value €0.03 per share (the “Shares”).
A copy of the Amendment of the Articles of Association filed as Exhibit 3.1 hereto and are incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The final results of the shareholder voting on each voting proposal brought before the EGM were as follows:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Voting proposal no. 1-Appointment of Directors to the Wright Board: Conditional appointment of the following individuals as directors of Wright’s board of directors (the “Wright Board”) until Wright’s second annual general meeting after the Offer Closing (as defined in the Proxy Statement).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Spencer S. Stiles as executive director
 
74,448,376
 
1,250,385
 
546,025
 
—
 
 
 
 
 
 
 
 
 
William E. Berry, Jr. as non-executive director
 
74,469,989
 
1,228,772
 
546,025
 
—
 
 
 
 
 
 
 
 
 
Dean H. Bergy as non-executive director
 
74,469,908
 
1,228,853
 
546,025
 
—
 
 
 
 
 
 
 
 
 
Jeanne M. Blondia as non-executive director
 
74,469,987
 
1,228,774
 
546,025
 
—
 
 
 
 
 
 
 
 
 
David G. Furgason as non-executive director
 
74,469,748
 
1,228,813
 
546,225
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 2-Acceptance of Resignation of Members of the Wright Board: Conditional acceptance of the resignation of the following seven individuals from the Wright Board.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert J. Palmisano
 
75,695,495
 
6,307
 
542,984
 
—
 
 
 
 
 
 
 
 
 
J. Patrick Mackin
 
75,667,847
 
12,687
 
564,252
 
—
 
 
 
 
 
 
 
 
 
John L. Miclot
 
75,668,594
 
11,939
 
564,253
 
—
 
 
 
 
 
 
 
 
 
Kevin O’Boyle
 
75,668,288
 
12,245
 
564,253
 
—
 
 
 
 
 
 
 
 
 
Amy S. Paul
 
75,668,288
 
12,245
 
564,253
 
—
 
 
 
 
 
 
 
 
 
Richard F. Wallman
 
75,668,928
 
12,005
 
563,853
 
—
 
 
 
 
 
 
 
 
 




 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Elizabeth H. Weatherman
 
75,668,869
 
12,064
 
563,853
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 3-Discharge of Directors: Grant of full and final discharge to each member of the Wright Board for his or her acts of management or supervision, as applicable, up to the date of the EGM.
 
75,463,473
 
117,473
 
663,840
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 4-Approval of the Asset Sale: Conditional approval of the sale, transfer and assumption of the business of Wright, including substantially all of the assets and liabilities of Wright, to or by Stryker B.V. (“Purchaser”) (or an affiliate thereof).
 
75,673,614
 
9,111
 
562,061
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 5-Dissolution: Conditional approval of the (i) dissolution of Wright in accordance with article 2:19 of the Dutch Civil Code, (ii) appointment of Stichting Vereffening Wright Medical Group as the liquidator of Wright, (iii) appointment of Purchaser as the custodian of the books and records of Wright, and (iv) reimbursement of the liquidator’s reasonable salary and costs (subject to approval of such reimbursement by Wright’s independent directors).
 
75,672,677
 
10,516
 
561,593
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 6-Amendment of the Articles of Association Regarding Compensation of Dissenting Shareholders: Approval of the amendment of Wright’s articles of association to fix the amount of compensation that dissenting shareholders may claim in connection with the proposed Mergers (as defined in the Proxy Statement).
 
75,674,151
 
9,042
 
561,593
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 7-Entry Into and Approval of the Mergers: Approval of the Mergers, including the entry into by Wright of the First-Step Merger (as defined in the Proxy Statement) pursuant to the common draft terms of cross-border merger.
 
75,673,927
 
9,180
 
561,679
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 8-Amendment of the Articles of Association Regarding the Demerger: Approval of the amendment of Wright’s articles of association to authorize the Wright Board to resolve on a potential statutory demerger to an entity wholly-owned by Wright.
 
75,673,327
 
9,251
 
562,208
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 9-Conversion and Amendment of the Articles of Association:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conditional approval of the conversion of Wright into a private company with limited liability.
 
75,669,560
 
13,117
 
562,109
 
—
 
 
 
 
 
 
 
 
 
Conditional approval of the amendment of Wright’s articles of association in connection with the conversion.
 
75,673,307
 
10,306
 
561,173
 
—
 
 
 
 
 
 
 
 
 




 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Voting proposal no. 10-Amendment of the Articles of Association Following Delisting: Conditional approval of the amendment of Wright’s articles of association in connection with the delisting of Wright’s ordinary shares, par value €0.03 per share (the “Shares”) on The Nasdaq Stock Market LLC.
 
75,673,309
 
10,303
 
561,174
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 11-Financial Year Deed of Amendment of the Articles of Association: Conditional approval of the amendment of Wright’s articles of association to align Wright’s financial year with that reckoned by Purchaser.
 
75,673,310
 
10,303
 
561,173
 
—
 
 
 
 
 
 
 
 
 
Voting proposal no. 12-Non-Binding Advisory Vote on Transaction-Related Executive Compensation Arrangements: Approval, on an advisory basis, of the compensation that may become payable to Wright’s named executive officers in connection with the completion of the Offer (as defined in the Proxy Statement).
 
46,890,862
 
28,728,534
 
625,390
 
—
With respect to voting proposal no. 1, Spencer S. Stiles was conditionally appointed an executive director and each of William E. Berry, Jr., Dean H. Bergy, Jeanne M. Blondia and David G. Furgason was conditionally appointed a non-executive director by Wright’s shareholders by the required vote, in each case to serve for a term ending at Wright’s second annual general meeting after the Offer Closing (as defined in the Proxy Statement).

Each of voting proposal nos. 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 was approved by Wright’s shareholders by the required vote.

Additional Information and Where to Find It

This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Shares or any other securities nor is it a substitute for the tender offer materials filed by Stryker and Purchaser. Purchaser, a wholly-owned subsidiary of Stryker, and Stryker have filed a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the Securities and Exchange Commission (“SEC”) and Wright has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. The offer to purchase all of the outstanding Shares of Wright is only being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO, in each case as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. WRIGHT SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The tender offer materials (including the offer to purchase and the related letter of transmittal and certain other tender offer documents), the solicitation/recommendation statement and this proxy statement and other documents filed with the SEC by Stryker or Wright, may be obtained free of charge at the SEC’s website at www.sec.gov or at Wright’s website at www.wright.com or by contacting Wright’s investor relations department at julie.dewey@wright.com or at Stryker’s website at www.stryker.com or by contacting Stryker’s investor relations department at katherine.owen@stryker.com. In addition, investors and shareholders of Wright may obtain a free copies of the tender offer materials and the solicitation/recommendation statement by contacting Innisfree M&A Incorporated, the information agent for the tender offer, toll free at (888) 750-5834 (for shareholders) or collect at (212) 750-5833 (for banks and brokers).




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
WRIGHT MEDICAL GROUP N.V.
 
 
 
 
 
By: /s/ James A. Lightman
 
Name: James A. Lightman
 
Title: Senior Vice President, General Counsel and Secretary

Date: April 27, 2020






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AMENDMENT OF THE ARTICLES OF ASSOCIATION



On the twenty-fourth day of April
two thousand and twenty, appearing before me,
Paul Pieter de Vries, civil-law notary in Amsterdam, is:
Emma Cecilia Mirjam Hobma, employed at the offices of Houthoff, Amsterdam with address (1082 MA) Amsterdam, Gustav Mahlerplein 50, born in Leeuwarden on the twenty-second day of September nineteen hundred and ninety-three.
RECITALS
The person who appears before me, hereby declares:
A.
Latest amendment to the articles of association
The latest amendment to the articles of association of Wright Medical Group N.V., a company with limited liability (naamloze vennootschap), with its corporate seat in Amsterdam and its place of business at (1097 JB) Amsterdam, Prins Bernhardplein 200, registered with the trade register under number 34250781 (the "Company"), has been executed on the twenty-ninth day of June two thousand and sixteen before a deputy of P.H.N. Quist, a civil-law notary in Amsterdam.
B.
Resolution to amend the articles of association
The general meeting of the aforementioned company has resolved to amend the articles of association.
C.
Authorization
Furthermore it was resolved to authorize the person appearing to sign the deed of amendment of the articles of association.
D.
Minutes
Evidence of said resolutions is by means of an extract of the minutes of the general meeting of the company to be annexed to this deed.
AMENDEMENT OF THE ARTICLES OF ASSOCIATION
In order to carry out said resolutions the person appearing declares to amend the articles of association as follows:
A new article shall be added to the articles of association which shall read as follows:
Withdrawal Right and Cash Compensation
Article 23a
23.a.1.
If the general meeting adopts a proposal to enter into a cross border legal merger (grensoverschrijdende fusie) ('Cross-Border Merger'), any shareholder of the company that voted against such proposal has the right to elect not to become a shareholder of the acquiring company in the Cross-Border Merger ('Withdrawal Right') and file a request for compensation ('Withdrawal Application') in accordance with article 2:333h paragraph 1 Dutch Civil Code (such shareholder being a 'Withdrawing Shareholder') and in accordance with the terms set out for such requests in the proposal, within one month after the general meeting of the





- 2 -

company in which the proposal to enter into the Cross-Border Merger has been adopted. Upon the Cross-Border Merger taking effect, the Withdrawing Shareholder will not receive shares in the acquiring company in the Cross-Border Merger. Instead, such Withdrawing Shareholder will receive compensation in cash ('Cash Compensation') for the shares of the company for which he duly exercised his Withdrawal Right ("Exit Shares") and such Exit Shares in the company will cease to exist as a consequence of the Cross-Border Merger taking effect.
23.a.2.
Pursuant to article 2:333h Dutch Civil Code, Withdrawing Shareholders are entitled to receive Cash Compensation for their Exit Shares.
The Cash Compensation per Exit Share shall be equal to:
a.
the price paid per share (excluding interest) in a public tender offer for all issued and outstanding shares in the share capital of the company that was completed in the twelve-month period prior to the consummation of the Cross-Border Merger; or
b.
if no such offer was completed during that period, the weighted average share price of the shares in the capital of the company on Nasdaq in the period commencing on, and including, the twenty-second (22nd) trading day and ending on, but excluding, the second (2nd) trading day prior to the consummation of the Cross-Border Merger.
CONCLUSION
The person appearing in connection with this deed is known to me, civil-law notary.
THIS DEED
is executed in Amsterdam on the date stated at the head of the deed.
The substance of this deed and an explanation of the deed have been communicated to the person appearing, who has expressly taken note of its contents and has agreed to its limited reading.
After a limited reading in accordance with the law, this deed was signed by the person appearing and by me, civil-law notary.