K2M Group Holdings, Inc. (Nasdaq: KTWO) (the “Company” or “K2M”), a
global leader of complex spine and minimally invasive solutions
focused on achieving three-dimensional Total Body Balance™, today
announced a definitive merger agreement with Stryker Corporation
(“Stryker”, NYSE: SYK) pursuant to which Stryker has agreed to
acquire all of the issued and outstanding shares of common stock of
K2M in an all cash transaction for $27.50 per share, or a total
equity value of approximately $1.4 billion. The purchase price
represents a 27% premium over K2M’s average closing price during
the 90 trading days ended August 29, 2018. Upon completion of the
proposed transaction, K2M will become a wholly owned subsidiary of
Stryker Corporation. Post-closing, K2M’s Chairman, Chief Executive
Officer, and President Eric D. Major is expected to be appointed as
the President of Stryker’s Spine division.
“Joining Stryker will be a very exciting next chapter for our
global team and surgeon customers around the world,” said Chairman,
Chief Executive Officer, and President of K2M, Eric D. Major.
“Stryker’s established leadership in the orthopedic and
neurosurgical market, combined with K2M’s culture of innovation and
leadership in complex spine and minimally invasive solutions,
represent a powerful opportunity for Stryker to strengthen its
leadership in the $10 billion global spine market”.
“This acquisition underscores our commitment to the spinal
market, which is the largest segment of Orthopaedics with
significant unmet needs,” stated Kevin A. Lobo, Chairman and Chief
Executive Officer, Stryker. “We believe K2M will significantly
enhance our presence with surgeons, patients and employees in both
the spine and related neurotechnology markets.”
The proposed transaction is expected to close late in the fourth
quarter of 2018, subject to customary closing conditions, including
approval by K2M’s stockholders and the receipt of certain
regulatory approvals. The proposed transaction has been approved by
the Board of Directors of both companies and is not subject to any
financing condition.
In connection with this transaction, Piper Jaffray & Co. is
acting as financial advisor and Simpson Thacher & Bartlett LLP
is acting as legal advisor to K2M.
About K2M Group Holdings, Inc.
K2M Group Holdings, Inc. is a global leader of complex spine and
minimally invasive solutions focused on achieving three-dimensional
Total Body Balance. Since its inception, K2M has designed,
developed, and commercialized innovative complex spine and
minimally invasive spine technologies and techniques used by spine
surgeons to treat some of the most complicated spinal pathologies.
K2M has leveraged these core competencies into Balance ACS, a
platform of products, services, and research to help surgeons
achieve three-dimensional spinal balance across the axial, coronal,
and sagittal planes, with the goal of supporting the full continuum
of care to facilitate quality patient outcomes. The Balance ACS
platform, in combination with the Company's technologies,
techniques and leadership in the 3D-printing of spinal devices,
enables K2M to compete favorably in the global spine surgery
market. For more information, visit www.K2M.com and connect with us
on Facebook, Twitter, Instagram, LinkedIn and YouTube.
About Stryker Corporation
Stryker is one of the world's leading medical technology
companies and, together with its customers, is driven to make
healthcare better. The Company offers innovative products and
services in Orthopaedics, Medical and Surgical, and Neurotechnology
and Spine that help improve patient and hospital outcomes. More
information is available at www.stryker.com.
Forward-Looking Statements
The foregoing contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of
1995. We intend for these forward-looking statements to be
covered by the safe harbor provisions of the federal securities
laws relating to forward-looking statements. These
forward-looking statements include statements relating to the
expected timing, completion and effects of the proposed merger, as
well as other statements representing management’s beliefs about,
future events, transactions, strategies, operations and financial
results, including, without limitation, our expectations with
respect to the costs and other anticipated financial impacts of the
merger; future financial and operating results of K2M Group
Holdings, Inc. (“K2M”); K2M’s plans, objectives, expectations and
intentions with respect to future operations and services; required
approvals to complete the merger by our stockholders and by
governmental regulatory authorities, and the timing and conditions
for such approvals; the stock price of K2M prior to the
consummation of the transactions; and the satisfaction of the
closing conditions to the proposed merger. Such
forward-looking statements often contain words such as “assume,”
“will,” “anticipate,” “believe,” “predict,” “project,” “potential,”
“contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,”
“is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,”
“hope,” “aim,” “continue” and other similar words or expressions or
the negative thereof or other variations thereon.
Forward-looking statements are made based upon management’s current
expectations and beliefs and are not guarantees of future
performance. Such forward-looking statements involve numerous
assumptions, risks and uncertainties that may cause actual results
to differ materially from those expressed or implied in any such
statements. Our actual business, financial condition or
results of operations may differ materially from those suggested by
forward-looking statements as a result of risks and uncertainties
which include, among others, those risks and uncertainties
described in any of our filings with the Securities and Exchange
Commission (the “SEC”). Certain other factors which may
impact our business, financial condition or results of operations
or which may cause actual results to differ from such
forward-looking statements are discussed or included in our
periodic reports filed with the SEC and are available on our
website at www.k2m.com under “Investor Relations.” You are urged to
carefully consider all such factors. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable and are expressed in good faith, such expectations
may not prove to be correct and persons reading this communication
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only to expectations as of
the date of this communication. We do not undertake or plan
to update or revise forward-looking statements to reflect actual
results, changes in plans, assumptions, estimates or projections,
or other circumstances occurring after the date of this
communication, even if such results, changes or circumstances make
it clear that any forward-looking information will not be
realized. If we make any future public statements or
disclosures which modify or impact any of the forward-looking
statements contained in or accompanying this communication, such
statements or disclosures will be deemed to modify or supersede
such statements in this communication.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication
relates to a proposed acquisition of K2M by Stryker
Corporation. In connection with this proposed acquisition,
K2M may file one or more proxy statements or other documents with
the SEC. This communication is not a substitute for any proxy
statement or other document K2M may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF K2M ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of K2M. Investors
and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by K2M through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the
SEC by K2M will be available free of charge on K2M’s internet
website at www.k2m.com or upon written request to: Secretary, K2M
Group Holdings, Inc., 600 Hope Parkway, SE, Leesburg, Virginia
20175, or by telephone at (703) 777-3155.
Participants in SolicitationK2M, its directors
and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in such
solicitation in connection with the proposed merger will be set
forth in the proxy statement if and when it is filed with the
SEC. Information about the directors and executive officers
of K2M is set forth in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, which was filed with the
SEC on March 1, 2018, its proxy statement for its 2018 annual
meeting of stockholders, which was filed with the SEC on
April 20, 2018, its Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018 and June 30, 2018, which
were filed with the SEC on May 2, 2018 and August 2, 2018,
respectively, and its Current Reports on Form 8-K or Form 8-K/A,
which were filed with the SEC on January 8, 2018, January 9, 2018,
February 28, 2018, March 29, 2018, May 1, 2018, June 11, 2018, June
14, 2018, June 18, 2018 and August 1, 2018.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
Investor Contact:
Westwicke Partners on behalf of K2M Group Holdings, Inc.
Mike Piccinino, CFA
443-213-0500
K2M@westwicke.com
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