K2M Group Holdings, Inc. (Nasdaq: KTWO) (the “Company” or “K2M”),
announced today that it has set a record date and meeting date for
a special meeting of its stockholders to, among other things,
consider and vote on a proposal to adopt the previously announced
Agreement and Plan of Merger, dated as of August 29, 2018, by and
among Stryker Corporation (“Stryker”), Austin Merger Sub Corp.
(“Merger Sub”) and K2M, pursuant to which, on the terms and subject
to the conditions set forth therein, Merger Sub will merge with and
into K2M, with K2M surviving the merger as a wholly owned
subsidiary of Stryker (the “Merger”). At the special meeting, K2M
stockholders will also vote on a non-binding advisory proposal to
approve the compensation that will or may become payable to K2M’s
named executive officers in connection with the consummation of the
Merger.
K2M stockholders of record as of the close of business on
Thursday, October 4, 2018 will be entitled to receive notice of the
special meeting and to vote at the special meeting. The
special meeting will be held on Wednesday, November 7, 2018 at 8:00
a.m., Eastern Time, at K2M’s headquarters, 600 Hope Parkway SE,
Leesburg, VA 20175.
Upon the completion of the Merger, K2M stockholders will be
entitled to receive $27.50 in cash, without interest and less any
applicable withholding taxes, for each share of common stock, par
value $0.001 per share, of K2M that they own as of immediately
prior to the effective time of the Merger. The Merger is
expected to close in the fourth quarter of 2018, subject to
customary closing conditions, including approval by K2M’s
stockholders and the receipt of certain regulatory approvals.
K2M also announced today that it has filed a definitive proxy
statement with the U.S. Securities and Exchange Commission on
October 5, 2018 with respect to the special meeting. K2M
expects to commence mailing the definitive proxy statement to its
stockholders on or about October 9, 2018.
Any stockholder questions about the merger, including how to
vote shares of K2M common stock, should be directed to K2M’s proxy
solicitor, Broadridge Financial Solutions, Inc. at 51 Mercedes Way,
Edgewood, NY 11717, or to K2M at IR@K2M.com.
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.
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
has filed a definitive proxy statement and has filed or may file
other documents with the SEC. This communication is not a
substitute for any proxy statement or other document K2M has filed
or 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 HAVE BEEN (OR
MAY BE) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. The definitive proxy
statement will be mailed to stockholders of K2M on or about October
9, 2018. Investors and security holders may obtain free copies
of these documents 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 are 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 Solicitation
K2M, 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 is set forth in the definitive proxy statement
filed with the SEC on October 5, 2018. 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, August 1, 2018, and
August 30, 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,
is contained in the definitive proxy statement and other relevant
materials filed with the SEC.
K2M Group Holdings, Inc.
600 Hope Parkway SE
Leesburg, Virginia 20175
Tel. (703) 777-3155
www.K2M.com
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