Stryker commences tender offer for all outstanding shares of common stock of Vocera Communications
January 25 2022 - 6:30AM
Stryker (NYSE:SYK) today announced that it is commencing, through a
wholly owned subsidiary, Voice Merger Sub Corp., a cash tender
offer to purchase all outstanding shares of common stock of Vocera
Communications, Inc. (NYSE: VCRA) for $79.25 per share in cash. The
offer is being made pursuant to the previously announced merger
agreement, dated as of January 6, 2022, among Stryker, Voice Merger
Sub Corp. and Vocera.
The tender offer is scheduled to expire at one minute past 11:59
p.m. Eastern Time, on February 22, 2022, unless extended in
accordance with the terms of the merger agreement. The tender offer
is subject to various conditions, including a minimum tender of at
least a majority of outstanding shares of Vocera common stock, the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and other customary
conditions. The transaction is expected to close in the first
quarter of 2022, as previously announced.
Stryker filed today with the U.S. Securities and Exchange
Commission (the "SEC") a tender offer statement on Schedule TO,
which includes the terms of the tender offer. Additionally, Vocera
filed a Schedule 14D-9 with the SEC containing the recommendation
of its Board of Directors that Vocera stockholders accept the
tender offer and tender their shares. The Schedule TO, Schedule
14D-9, related letter of transmittal (together with any amendments
or supplements thereto) and other tender offer documents can be
obtained free of charge at the website maintained by the SEC at
www.sec.gov or by contacting the information agent for the tender
offer, Innisfree M&A Incorporated as described in the tender
offer documents.
About Stryker
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 Medical and Surgical, Neurotechnology, Orthopaedics and
Spine that help improve patient and hospital outcomes. More
information is available at www.stryker.com.
About Vocera
The mission of Vocera Communications, Inc. is to improve the
lives of healthcare professionals, patients, and families. Founded
in 2000, Vocera provides clinical communication and workflow
solutions that help protect and connect team members, increase
operational efficiency, enhance quality of care and safety, and
humanize the healthcare experience. More than 2,300 facilities
worldwide, including nearly 1,900 hospitals and healthcare
facilities, have selected Vocera solutions to enable their
workforce to communicate and collaborate with co-workers and engage
with patients and families. Mobile workers can choose the right
device for their role or task, including smartphones or one of the
company’s wearable communication devices, and use voice commands to
easily reach people by name, role, or group. The hands-free Vocera
Smartbadge was named to TIME’s list of the 100 Best Inventions of
2020. Vocera solutions can integrate with more than 150 clinical
and operational systems, including electronic health records, nurse
call systems, ventilators, physiological monitors, and more. In
addition to healthcare, Vocera solutions are found in aged care
facilities, veterinary hospitals, schools, luxury hotels, retail
stores, power facilities, and more. Visit www.vocera.com to learn
more and follow @VoceraComm on Twitter.
Forward-looking
statements
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: the impact on our
operations and financial results of the COVID-19 pandemic and any
related policies and actions by governments or other third parties;
the failure to satisfy any of the closing conditions to the
acquisition of Vocera Communications, Inc. (“Vocera”), including
the receipt of any required regulatory clearances (and the risk
that such clearances may result in the imposition of conditions
that could adversely affect the expected benefits of the
transaction); delays in consummating the acquisition of Vocera;
unexpected liabilities, costs, charges or expenses in connection
with the acquisition of Vocera; the effects of the proposed Vocera
transaction (or the announcement thereof) on the parties’
relationships with employees, customers, other business partners or
governmental entities; weakening of economic conditions that could
adversely affect the level of demand for our products; pricing
pressures generally, 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;
unanticipated issues arising in connection with clinical studies
and otherwise that affect U.S. Food and Drug Administration
approval of new products, including Vocera 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 recall-related
matters; 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;
costs to comply with medical device regulations; changes in
financial markets; changes in the competitive environment; our
ability to integrate and realize the anticipated benefits of
acquisitions in full or at all or within the expected timeframes,
including the acquisition of Vocera; 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. We disclaim any
intention or obligation to publicly update or revise any
forward-looking statement to reflect any change in our expectations
or in events, conditions or circumstances on which those
expectations may be based, or that affect the likelihood that
actual results will differ from those contained in the
forward-looking statements.
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of
Vocera Communications, Inc. (“Vocera”) referenced in this
communication commenced on January 25, 2022. This communication is
for informational purposes only, is not a recommendation and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of common stock of Vocera or any other securities. Stryker
Corporation (“Stryker”) has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a Tender Offer Statement on
Schedule TO, and Vocera has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D 9. VOCERA
STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AND ANY AMENDMENTS THERETO,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. Vocera stockholders and other investors can obtain the
Tender Offer Statement, the Solicitation/Recommendation Statement
and other filed documents for free at the SEC’s web site at
www.sec.gov. Copies of the documents filed with the SEC by Stryker
are available free of charge on Stryker’s website, www.stryker.com,
or by contacting Stryker’s investor relations department at
preston.wells@stryker.com. Copies of the documents filed with the
SEC by Vocera are available free of charge on Vocera’s web site,
investors.vocera.com, or by contacting Vocera’s investor relations
department at sdooley@vocera.com. In addition, Vocera stockholders
may obtain free copies of the tender offer materials by contacting
Innisfree M&A Incorporated, the information agent for the
tender offer, toll free at (877) 825-8906.
Contacts
For investor inquiries please contact:Preston
Wells, Vice President, Investor Relations at 269-385-2600 or
preston.wells@stryker.com
For media inquiries please contact:Yin Becker,
Vice President, Chief Corporate Affairs Officer at 269-385-2600 or
yin.becker@stryker.com
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