WMGI - Wright Medical Announces Fundamental Change With Respect to the 2.25% Cash Convertible Senior Notes due 2021 issued by Wright Medical Group N.V. and the 1.625% Cash Exchangeable Senior Notes due 2023 issued by Wright Medical Group Inc.
AMSTERDAM, The Netherlands, Nov. 12, 2020 (GLOBE NEWSWIRE) -- Wright Medical today announced that in connection with the tender offer (the “ Tender Offer ”) and the mergers (the “ Mergers ”) pursuant to which Wright Medical Group N.V. (“ WMG ”) was acquired by Stryker Corporation, Stryker Unite, Ltd. (formerly Wright Medical Ltd.) succeeded to and assumed any and all obligations of WMG under the indentures governing the 2.25% Cash Convertible Senior Notes due 2021 issued by WMG (the “ 2021 Notes ”) and the 1.625% Cash Convertible Senior Notes due 2023 issued by Wright Medical Group, Inc. (the “ 2023 Notes ”). In connection with the closing of the Mergers, the name of Wright Medical Ltd. (as successor to WMG) was changed to Stryker Unite, Ltd.
Pursuant to the indentures governing the 2021 Notes and the 2023 Notes, the consummation of the Tender Offer and the related securities filing made in connection with the Tender Offer, and the consummation of each of the Mergers, each constituted a “Fundamental Change” and a “Make-Whole Fundamental Change” under, and as defined in, such indentures. The “Effective Date” (as defined in each indenture) of the Fundamental Change and Make-Whole Fundamental Change in connection with each of the Mergers was November 11, 2020 and in connection with the Tender Offer was November 12, 2020. The “Fundamental Change Repurchase Date” (as defined in each indenture) will be December 8, 2020. In connection with the Make-Whole Fundamental Change, the conversion rate of the 2021 Notes will be adjusted to 47.4849, and the exchange rate of the 2023 Notes will be adjusted to 34.5507, in each case for any conversions between November 11, 2020 and December 7, 2020. In connection with the Mergers, the “Reference Property” per ordinary share of WMG, under and as defined in each Indenture, will be $30.75.
Investors & Media:
Julie D. Dewey, IRC
Sr. Vice President, Chief Communications Officer
Wright Medical Group N.V.
(901) 290-5817
julie.dewey@wright.com