This Amendment No. 4 (this Amendment) to Schedule
14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Vocera Communications, Inc., a Delaware corporation
(Vocera), with the Securities and Exchange Commission on January 25, 2022 (as amended or supplemented from time to time, the Schedule 14D-9), relating to the offer by
Voice Merger Sub Corp. (Purchaser), a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker Corporation, a Michigan corporation (Stryker), to purchase all of the outstanding shares of
Voceras common stock, par value $0.0003 per share (the Shares) at a purchase price of $79.25 per Share, net to the holder in cash, without interest, and subject to any applicable withholding of taxes, upon the terms and
subject to the conditions set forth in the Agreement and Plan of Merger, dated as of January 6, 2022, among Stryker, Purchaser and Vocera (as it may be amended from time to time, the Merger Agreement), the Offer to Purchase, dated
January 25, 2022 and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Except as otherwise set forth in
this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional
Information
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
section after the last paragraph:
Expiration of Offering Period; Completion of Merger
The Offer and related withdrawal rights expired as scheduled at one minute after 11:59 P.M., Eastern time, on February 22, 2022 (such date and time, the
Expiration Time) and was not extended. The depositary for the Offer has advised that, as of the Expiration Time, 29,657,686 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing
approximately 85% of the outstanding Shares. Accordingly, the Minimum Tender Condition has been satisfied. Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer, and in accordance
with the Merger Agreement will pay the consideration for the accepted Shares as promptly as practicable (and in any event within three business days of the expiration of the Offer).
Following consummation of the Offer, on February 23, 2022, Stryker completed its acquisition of Vocera pursuant to the terms of the Merger Agreement
through the merger of Purchaser with and into Vocera in accordance with Section 251(h) of the DGCL, with Vocera surviving as a direct or indirect wholly owned subsidiary of Stryker.
Following the Merger, all Shares ceased trading prior to the opening of trading on the New York Stock Exchange (the NYSE) on
February 23, 2022, and Vocera has requested that the NYSE file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares. Stryker and Vocera intend to
take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Voceras reporting obligations under the Exchange Act as promptly as practicable.
On February 23, 2022, Stryker issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the
press release issued by Stryker is filed as Exhibit (a)(5)(L) to the amendment to the Schedule TO filed with the SEC on February 23, 2022, and is incorporated by reference herein.