Wright Medical Group, Inc. (Nasdaq:WMGI) and Tornier N.V.
(Nasdaq:TRNX) announced today that the companies have scheduled
shareholder meetings for Thursday, June 18, 2015, in connection
with the pending merger of Wright and Tornier.
Wright's special shareholders meeting will be held on June 18,
2015 at 10:00 a.m. local time at Wright's corporate headquarters,
located at 1023 Cherry Road, Memphis, Tennessee 38117. The special
meeting is being held to seek shareholder approval of the agreement
and plan of merger entered into in connection with the proposed
merger between Wright and Tornier and related matters.
Wright shareholders of record as of close of business on May 7,
2015 will be entitled to vote at the special meeting.
Tornier's extraordinary general meeting of shareholders will be
held on June 18, 2015, at 9:30 a.m. local time at Tornier's
principal executive office located at Prins Bernhardplein 200, 1097
JB Amsterdam, the Netherlands. The extraordinary general meeting is
being held to seek shareholder approval of the proposed merger and
the issuance of Tornier ordinary shares in connection with the
merger in accordance with Dutch law and certain related matters,
including a change in the corporate name to "Wright Medical Group
N.V." and the election of new directors effective upon completion
of the merger. Tornier also intends to hold its annual general
meeting of shareholders on that same day at 9:00 a.m. local time at
Tornier's principal executive office.
Tornier shareholders of record as of close of business on May
21, 2015 will be entitled to vote at both the extraordinary and
annual general meetings.
Wright and Tornier expect to begin mailing a joint proxy
statement/prospectus to their respective shareholders on or about
May 12, 2015. This joint proxy statement/prospectus will contain
important information about the merger for shareholders of both
companies, as well as instructions on voting online, by mail, by
telephone or in person.
The transaction is subject to the customary closing conditions,
including the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, as well as Wright and Tornier shareholder approval.
About Wright Medical
Wright Medical Group, Inc. is a specialty orthopaedic company
that provides extremity and biologic solutions that enable
clinicians to alleviate pain and restore their patients'
lifestyles. The company is the recognized leader of surgical
solutions for the foot and ankle market, one of the fastest growing
segments in medical technology, and markets its products in over 60
countries worldwide. For more information about Wright Medical,
visit www.wmt.com.
About Tornier
Tornier is a global medical device company focused on providing
solutions to surgeons who treat musculoskeletal injuries and
disorders of the shoulder, elbow, wrist, hand, ankle and foot. The
Company's broad offering of over 95 product lines includes joint
replacement, trauma, sports medicine, and biologic products to
treat the extremities, as well as joint replacement products for
the hip and knee in certain international markets. Since its
founding approximately 70 years ago, Tornier's "Specialists Serving
Specialists" philosophy has fostered a tradition of innovation,
intense focus on surgeon education, and commitment to advancement
of orthopaedic technology stemming from its close collaboration
with orthopaedic surgeons and thought leaders throughout the world.
For more information regarding Tornier, visit www.tornier.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of words such as "will," "anticipate," "expect," "plan," "could,"
"may," "believe," "estimate," "forecast," "goal," "project," and
other words of similar meaning. Forward-looking statements in
this press release include, but are not limited to, statements
about the timing of the shareholder meetings and the proposed
merger. Each forward-looking statement contained in this press
release is subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statement. Applicable risks and uncertainties
include, among others, uncertainties as to the timing of the
proposed merger; uncertainties as to whether Tornier shareholders
and Wright shareholders will approve the transaction; the risk that
competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction, or the
terms of such approval; the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; the risk
that shareholder litigation in connection with the transaction may
result in delay of the transaction or significant costs of defense,
indemnification and liability; other business effects, including
the effects of industry, economic or political conditions outside
of Wright's or Tornier's control; the failure to realize synergies
and cost-savings from the transaction or delay in realization
thereof; the businesses of Wright and Tornier may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
operating costs and business disruption following completion of the
transaction, including adverse effects on employee retention and on
Wright's and Tornier's respective business relationships with third
parties; transaction costs; actual or contingent liabilities; the
adequacy of the combined company's capital resources; and the risks
identified under the heading "Risk Factors" in Wright's Annual
Report on Form 10-K, which was filed with the SEC on February 26,
2015, and Tornier's Annual Report on Form 10-K, which was filed
with the SEC on February 24, 2015, as well as both companies'
subsequent Quarterly Reports on Form 10-Q and other information
filed by each company with the SEC. Investors should not place
considerable reliance on the forward-looking statements contained
in this press release. You are encouraged to read Wright's and
Tornier's filings with the SEC, available at www.sec.gov, for a
discussion of these and other risks and uncertainties. The
forward-looking statements in this press release speak only as of
the date of this release, and Wright and Tornier undertake no
obligation to update or revise any of these statements. Both
Wright's and Tornier's businesses are subject to substantial risks
and uncertainties, including those referenced above. Investors,
potential investors, and others should give careful consideration
to these risks and uncertainties.
Important Additional Information About this Transaction
and Where to Find It
In connection with the proposed merger, Tornier has filed with
the U.S. Securities and Exchange Commission (SEC) a registration
statement on Form S-4 that includes a preliminary joint proxy
statement of Wright and Tornier that also constitutes a preliminary
prospectus of Tornier. The registration statement is not complete
and will be further amended. Once finalized, Wright and Tornier
will make the final joint proxy statement/prospectus available to
their respective shareholders. Investors are urged to read
the final joint proxy statement/prospectus when it becomes
available, because it will contain important information.
The registration statement, definitive joint proxy
statement/prospectus and other documents filed by Tornier and
Wright with the SEC will be available free of charge at the SEC's
website (www.sec.gov) and from Tornier and Wright. Requests for
copies of the joint proxy statement/prospectus and other documents
filed by Wright with the SEC may be made by contacting Julie D.
Tracy, Senior Vice President and Chief Communications Officer, by
phone at (901) 290-5817 or by email at julie.tracy@wmt.com, and
request for copies of the joint proxy statement/prospectus and
other documents filed by Tornier may be made by contacting Shawn
McCormick, Chief Financial Officer, by phone at (952) 426-7646 or
by email at shawn.mccormick@tornier.com.
Wright, Tornier, their respective directors, executive officers
and employees may be deemed to be participants in the solicitation
of proxies from Wright's and Tornier's respective shareholders in
connection with the proposed transaction. Information about the
directors and executive officers of Wright and their ownership of
Wright stock is set forth in Wright's annual report on Form 10-K/A
for the fiscal year ended December 31, 2014, which was filed with
the SEC on April 30, 2015. Information regarding Tornier's
directors and executive officers is contained in Tornier's annual
report on Form 10-K for the fiscal year ended December 28, 2014,
which was filed with the SEC on February 24, 2015, and its
preliminary proxy statement for its 2015 annual general meeting of
shareholders, which was filed with the SEC on April 28, 2015. These
documents can be obtained free of charge from the sources indicated
above. Certain directors, executive officers and employees of
Wright and Tornier may have direct or indirect interest in the
transaction due to securities holdings, vesting of equity awards
and rights to severance payments. Additional information regarding
the participants in the solicitation of Wright and Tornier
shareholders will be included in the joint proxy
statement/prospectus.
CONTACT: Investors & Media:
Wright Medical Group, Inc.
Julie D. Tracy
Chief Communications Officer
(901) 290-5817 (office)
julie.tracy@wmt.com
Tornier N.V.
Shawn McCormick
Chief Financial Officer
(952) 426-7646 (office)
shawn.mccormick@tornier.com
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