INTRODUCTORY NOTE
As previously disclosed, on January 6, 2022, Stryker Corporation, a Michigan corporation (“Stryker”), Voice Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker (“Purchaser”), and Vocera Communications, Inc., a Delaware corporation (the “Company” or “Vocera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on January 25, 2022, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Vocera’s common stock, $0.0003 par value per share (the “Shares”), at a price of $79.25 per Share (the “Offer Price”), net to the holder in cash, without interest and subject to any withholding of taxes.
The Offer expired as scheduled at one minute after 11:59 p.m., Eastern time, on February 22, 2022 (the “Expiration Time”) and was not extended. Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), advised Stryker and Purchaser that, as of the Expiration Time, a total of 29,657,686 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, which tendered Shares represented approximately 85% of the aggregate number of outstanding Shares. Accordingly, the minimum tender condition in the Merger Agreement that the number of Shares validly tendered (and not validly withdrawn) prior to the expiration of the Offer, when added to the Shares, if any, then-owned by Stryker, Purchaser or any other subsidiary of Stryker, represent at least a majority of the Shares outstanding as of immediately following the consummation of the Offer, is satisfied. Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.
Following consummation of the Offer, Stryker completed its acquisition of Vocera by consummating the merger of Purchaser with and into Vocera (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Vocera surviving the Merger as a direct or indirect wholly owned subsidiary of Stryker (the “Surviving Corporation”).
At the effective time of the Merger (the “Effective Time”), each Share then issued and outstanding (other than (i) Shares owned by Vocera immediately prior to the Effective Time, (ii) Shares owned by Stryker, Purchaser or any other subsidiary of Stryker at the commencement of the Offer and owned by Stryker, Purchaser or any other subsidiary of Stryker immediately prior to the Effective Time, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by any stockholder who was entitled to demand and had properly demanded appraisal of such Shares pursuant to, and who had complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, had not failed to perfect the right to appraisal under Section 262 with respect to such Shares or withdrawn in accordance with Section 262 their demand for appraisal under Section 262 with respect to such Shares), was cancelled and automatically converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable tax withholding, in accordance with the Merger Agreement.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, all unvested stock options (if any), unvested restricted stock units and unvested as-achieved performance stock units (as described below) became fully vested and exercisable, if applicable, and at the Effective Time, each stock option (other than rights under the Vocera’s Amended and Restated 2012 Employee Stock Purchase Plan) to purchase Shares granted under a Company stock plan (a “Company Stock Option”), each RSU issued under any of the Company stock plans (a “Company RSU”) and each Company RSU issued with performance-based metrics, terms or conditions under any of the Company stock plans (a “Company PSU”) was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of Company Stock Options, the difference between the Merger Consideration and the applicable per share exercise price), without interest and less any applicable tax withholding. Immediately prior to the Effective Time, the achievement of any Company PSUs that were unvested and outstanding for which the performance period had not been completed were calculated pursuant to the terms of the applicable Company PSU award agreements, by using the Merger Consideration as the share price to measure the applicable total shareholder return-based metric, and any such achieved Company PSUs then became fully vested, canceled and converted into the right to receive an amount in cash equal to the number of Shares issuable under such Company PSU multiplied by the Merger Consideration.
The total aggregate consideration paid by Purchaser in the transaction was approximately $3.1 billion (including repayment of the outstanding convertible notes). Stryker and Purchaser funded the Offer and the Merger (including payments for options, restricted stock units, performance stock units and payments in respect of the Notes (as defined below), net of cash on hand of Vocera and its subsidiaries) from a combination of sources, including (a) available cash and cash equivalents of Stryker and its subsidiaries and (b) debt financings.