SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2018
(Exact name of registrant as specified in its charter)
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2825 Airview Boulevard Kalamazoo, Michigan
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 9, 2018, Stryker Corporation, a Michigan corporation (“Stryker”), and Austin Merger Sub Corp., a Delaware corporation (“Merger Sub”) and wholly owned direct or indirect subsidiary of Stryker, completed the acquisition of K2M Group Holdings, Inc., a Delaware corporation (“K2M”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of August 29, 2018 (the “Merger Agreement”), by and among Stryker, Merger Sub and K2M. At the closing, Merger Sub merged with and into K2M (the “Merger”) with K2M surviving the Merger as the surviving corporation and as a wholly owned direct or indirect subsidiary of Stryker. The total aggregate consideration for the transaction was approximately $1.4 billion.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which Stryker filed as Exhibit 2.1 to its Current Report on Form 8-K dated August 30, 2018. All summaries and descriptions of the Merger Agreement set forth above are qualified in their entirety by the Merger Agreement.
REGULATION FD DISCLOSURE
On November 9, 2018, Stryker issued a press release announcing the closing of the Merger. A copy of the press release is furnished as Exhibit 99.1, and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 hereto are being “furnished” and shall not be deemed filed for purposes of Section 18 of the United States Securities Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into the filings of Stryker that provide for the incorporation of all reports and documents filed by Stryker under the Exchange Act.
FINANCIAL STATEMENTS AND EXHIBITS
Press Release, dated November 9, 2018
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.
November 9, 2018
/s/ GLENN S. BOEHNLEIN
Glenn S. Boehnlein
Vice President, Chief Financial Officer
Stryker completes acquisition of K2M
Kalamazoo, Michigan - November 9, 2018 - Stryker (NYSE: SYK) has completed the previously announced acquisition of K2M Group Holdings, Inc., a global leader of complex spine and minimally invasive solutions.
"K2M's broad product portfolio and robust pipeline complement Stryker’s established leadership in the spine and neurotechnology markets," said Spencer S. Stiles, Group President, Neurotechnology, Instruments and Spine. "We believe that our combined businesses will offer innovative solutions for our customers while expanding our global footprint.”
This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures, including cost-containment measures that could adversely affect the price of or demand
for our products; changes in foreign exchange markets; legislative and regulatory actions; unexpected charges or expenses in connection with the acquisition of K2M; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II recall matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate acquisitions, including the acquisition of K2M; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
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.
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