M&A: Inari Medical, Inc.

Form Type: SC TO-C

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002353

Comments: Eagle 1 Merger Sub, Inc., a wholly owned subsidiary of Stryker Corporation, plans to undertake a tender offer for all outstanding shares of common stock of Inari Medical, Inc. The tender offer is expected to commence following the execution of the Agreement and Plan of Merger dated January 6, 2025, contingent on the formation of Merger Sub on January 7, 2025. This document serves as a preliminary communication addressing the tender offer which has not yet commenced. It highlights the intent of Stryker to acquire Inari and specifies that stakeholders should be prepared to review detailed documents including the Tender Offer Statement and a Solicitation/Recommendation Statement upon their release. Additionally, potential risks associated with the acquisition include uncertainties regarding stockholder participation in the offer, regulatory hurdles, and broader economic factors. Forward-looking statements within the filing outline expected benefits and market conditions related to the acquisition.

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Form Type: SC TO-C

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002549

Comments: On January 6, 2025, Stryker Corporation entered into a Merger Agreement with Inari Medical, Inc. Inari will be acquired through a tender offer at a price of $80.00 per share. This tender offer will be initiated by a wholly owned subsidiary of Stryker, formed after the execution of the Merger Agreement. The agreement specifies that the tender offer must receive valid tenders satisfying a minimum condition, and the closing of the transaction is subject to regulatory and legal conditions. If conditions are unmet, the tender offer may be extended. Post-offer, Stryker's subsidiary will merge with Inari, making Inari a wholly owned subsidiary of Stryker, with each share converting to the cash offer price. Inari's equity awards will also vest upon merger completion. The agreement features customary warranties and conducting business restrictions for Inari until the deal closes. There are provisions for termination and potential payments for termination under specified circumstances.

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Form Type: SC14D9C

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002587

Comments: Inari Medical, Inc. has filed a Schedule 14D-9 related to its proposed acquisition by Stryker Corporation, pursuant to the terms of the Agreement and Plan of Merger dated January 6, 2025. The filing includes communication from the CEO, Andrew Hykes, to employees and customers, as well as a FAQ document and social media posts dated January 6, 2025. The acquisition process includes a tender offer set to commence, and shareholders are encouraged to read the tender offer materials and the solicitation statement for detailed information. The document also includes cautionary forward-looking statements regarding the acquisition and its potential risks and uncertainties, emphasizing that actual results may differ from expectations. This communication serves as a preliminary disclosure before the formal commencement of the tender offer.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002249

Comments: On January 6, 2025, Inari Medical, Inc. entered into an Agreement and Plan of Merger with Stryker Corporation, whereby Stryker plans to acquire all outstanding shares of Inari for $80.00 per share in cash. A subsidiary of Stryker will initiate a tender offer for these shares, contingent on standard conditions, including the Minimum Tender Condition, Regulatory Condition, and absence of legal restraints. The offer will remain open for a minimum of 20 business days and may require extensions if conditions are unmet. Upon successful completion of the offer, the subsidiary will merge with Inari, making it a wholly owned subsidiary of Stryker. Equity awards held by Inari employees will vest and convert into cash equivalent to the offer price at the merger's effective time. The merger agreement outlines customary representations, warranties, and restrictions on seeking alternate acquisition proposals, with a termination fee of $163 million payable to Stryker under certain scenarios.

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