Wright Medical Announces Fundamental Change With Respect to the 2.25% Cash Convertible Senior Notes due 2021 issued by Wright...
12 Novembre 2020 - 10:05PM
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, IRCSr. Vice President, Chief Communications
OfficerWright Medical Group N.V.(901)
290-5817julie.dewey@wright.com
Wright Medical Group NV (NASDAQ:WMGI)
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