M&A - Inari Medical, Inc.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029190

Filing Summary: On February 19, 2025, Inari Medical, Inc. announced the consummation of its acquisition by Stryker Corporation through a merger agreement executed on January 6, 2025. Stryker's wholly owned subsidiary, Eagle 1 Merger Sub, commenced a tender offer on January 17, 2025, at $80.00 per share, which expired on February 18, 2025, with 48,504,444 shares (81.69% of outstanding shares) tendered. Following acceptance of the tendered shares, the merger was completed with Inari becoming a wholly owned subsidiary of Stryker. The total payment for the acquisition was approximately $4.94 billion. Post-merger, Inari terminated its 2020 Incentive Award Plan and 2011 Equity Incentive Plan, and changes in the board of directors occurred due to the merger. Inari also requested delisting of its shares from NASDAQ after notifying them of the merger. The certificate of incorporation and bylaws of Inari were amended as part of the merger process.

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Form Type: POSASR

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029193

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment to deregister securities under Registration Statement No. 333-261882, which was initially filed on December 23, 2021. The deregistration is in connection with the merger between Inari Medical, Inc. and Stryker Corporation. The merger took place pursuant to an Agreement and Plan of Merger signed on January 6, 2025. As a result of the merger, Inari Medical, Inc. became a wholly owned subsidiary of Stryker Corporation, leading to the termination of all offerings of the company's securities previously registered under the existing registration statements. The filing effectively removes from registration any unsold securities under the terminated registration statement, adhering to the company's obligation to deregister unsold shares at the conclusion of the offering.

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Form Type: S-8 POS

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029194

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment to Form S-8 to remove from registration all shares of common stock previously registered under various registration statements. This action follows the completion of a merger with Stryker Corporation, which occurred pursuant to an Agreement and Plan of Merger dated January 6, 2025. Following the merger, Inari Medical became a wholly-owned subsidiary of Stryker Corporation, resulting in the termination of all offerings of the company's securities registered under the Securities Act. The registration statements involved include No. 333-238735, 333-254133, 333-262931, 333-270056, and 333-277497, which contained various shares under the 2011 Equity Incentive Plan, the Amended and Restated 2020 Employee Stock Purchase Plan, and the 2020 Incentive Award Plan.

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Form Type: S-8 POS

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029196

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment to remove from registration all shares of common stock previously registered under various Registration Statements on Form S-8. This action follows the completion of a merger with Stryker Corporation, where Inari became a wholly-owned subsidiary of Stryker. The merger was executed pursuant to an Agreement and Plan of Merger dated January 6, 2025. This filing terminates the effectiveness of the previous Registration Statements, thereby removing any unsold securities that had been registered. The document highlights Inari's compliance with the Securities Act of 1933, ensuring all necessary requirements for the S-8 filing were met.

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Form Type: S-8 POS

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029199

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment to Form S-8 to deregister securities previously registered under multiple registration statements. This action follows the merger agreement entered into on January 6, 2025, between Inari Medical and Stryker Corporation, where Inari Medical merged into Eagle 1 Merger Sub, Inc., a wholly owned subsidiary of Stryker, resulting in Inari Medical becoming a wholly owned subsidiary of Stryker. The amendment removes from registration all shares of common stock and terminated all securities offerings registered pursuant to the Securities Act of 1933 due to the merger with Stryker Corporation.

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Form Type: S-8 POS

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029204

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment No. 1 to their Form S-8 registration statements with the SEC, which deregisters all shares of common stock previously registered under multiple registration statements. This action is a result of a merger agreement entered into on January 6, 2025, with Stryker Corporation, wherein Stryker's subsidiary, Eagle 1 Merger Sub, Inc., merged with Inari Medical, with Inari Medical continuing as a wholly owned subsidiary of Stryker Corporation. The company has now terminated all offerings of its registered securities, activating the deregistration of any unsold shares within the registration statements.

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Form Type: S-8 POS

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029205

Filing Summary: On February 19, 2025, Inari Medical, Inc. filed a Post-Effective Amendment to Form S-8 to deregister shares of its common stock previously registered under multiple registration statements due to the merger with Stryker Corporation. The merger was part of an Agreement and Plan of Merger entered into on January 6, 2025. As a result of the merger, Inari Medical became a wholly owned subsidiary of Stryker Corporation, leading to the termination of all existing security offerings under the Securities Act of 1933. The deregistration includes shares related to the 2011 Equity Incentive Plan, 2020 Incentive Award Plan, and the 2020 Employee Stock Purchase Plan, among others, that remain unsold as of the merger date. Notably, all previously registered securities are now removed from registration following the completion of the merger.

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Form Type: SC 14D9/A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029184

Filing Summary: This document is an amendment to the Schedule 14D-9, providing updates regarding the tender offer by Stryker Corporation and its wholly owned subsidiary, Eagle 1 Merger Sub, Inc., for the acquisition of Inari Medical, Inc.'s common stock. The tender offer was priced at $80.00 per share in cash and was set to expire on February 18, 2025. The amendment notes that as of the expiration time, 48,504,444 shares were validly tendered, representing approximately 81.69% of the outstanding shares. Following the acceptance of these shares, the merger was completed on February 19, 2025, with Merger Sub merging into Inari and Inari continuing as a wholly owned subsidiary of Stryker Corporation. The shares of Inari Medical will be delisted from the Nasdaq Global Select Market, and steps will be taken to terminate their registration under the Exchange Act and suspend reporting obligations.

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Form Type: SC TO-T/A

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312525029185

Filing Summary: Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the offer by Eagle 1 Merger Sub, Inc., a wholly owned subsidiary of Stryker Corporation, to purchase all the issued and outstanding shares of common stock of Inari Medical, Inc. for $80.00 per share in cash. The offer, originally filed on January 17, 2025, was to expire on February 18, 2025. As of the Expiration Time, 48,504,444 shares, representing approximately 81.69% of the outstanding shares, had been validly tendered. Following the expiration and satisfaction of all conditions, all validly tendered shares were accepted for payment on February 19, 2025. This completion resulted in the merger of Offeror with and into Inari Medical, with Inari continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Stryker. Subsequent actions will include the delisting of the shares and suspension of Inari's reporting obligations under the Exchange Act.

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Form Type: SC 14D9

Filing Date: 2025-01-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525008446

Filing Summary: Inari Medical, Inc. announced the filing of a Solicitation/Recommendation Statement related to the acquisition of the company by Stryker Corporation through a tender offer for all outstanding shares at a price of $80.00 per share. The tender offer is part of a Merger Agreement dated January 6, 2025, between Stryker Corporation and Inari. The initial expiration date for the tender offer is set for February 18, 2025. Upon completion of the tender offer, the merger will proceed without requiring a stockholder vote. All shares not owned by Stryker or held as treasury shares will convert into the right to receive the offer price. The company also detailed the handling of employee equity awards and stock options, which will fully vest at the Effective Time of the merger. Several executive officers have various interests in the transaction, with possible severance benefits and retention awards outlined. The filing also includes recommendations for stockholders regarding the tender offer and information on the affected shares and corporate governance despite the changes expected from the merger.

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Form Type: SC14D9C

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525007023

Filing Summary: Inari Medical, Inc. filed a Schedule 14D-9 on January 15, 2025, relating to a proposed acquisition by Stryker Corporation pursuant to the Merger Agreement dated January 6, 2025. The filing includes communications from key personnel within Inari to vendors and clinical researchers regarding the acquisition. The communication indicates that the tender offer has not yet commenced, underscoring that this document is for informational purposes only and not an offer to purchase shares. It urges stockholders to read the tender offer materials thoroughly when they become available, highlighting that important information will be included in the official documents filed with the SEC. Moreover, forward-looking statements are included, mentioning risks associated with completion timing, stockholder participation, regulatory approvals, and potential competitive offers. The filing emphasizes that Inari aims to maintain transparency and keep its shareholders informed throughout the acquisition process.

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Form Type: SC TO-C

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002353

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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

Filing Summary: 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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