M&A - STRYKER CORP

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029187

Filing Summary: On February 19, 2025, Stryker Corporation completed the acquisition of Inari Medical, Inc. The transaction was carried out through a merger where Stryker's wholly-owned subsidiary, Eagle 1 Merger Sub, Inc., merged with and into Inari, with Inari remaining as the surviving corporation. The deal was finalized under the terms of a previously announced Agreement and Plan of Merger, dated January 6, 2025. The total consideration for the acquisition was approximately $4.94 billion in cash.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525023587

Filing Summary: On February 10, 2025, Stryker Corporation completed a public offering of $500 million aggregate principal amount of 4.550% Notes due 2027, $700 million of 4.700% Notes due 2028, $800 million of 4.850% Notes due 2030, and $1 billion of 5.200% Notes due 2035, collectively referred to as the 'Notes'. This offering, conducted under the Underwriting Agreement signed on January 30, 2025, involved major underwriters such as Citigroup Global Markets and Barclays Capital. The company intends to use the net proceeds of approximately $2.973 billion primarily to complete a tender offer related to the acquisition of Inari Medical, Inc. Terms of the Notes include various maturity dates and interest payments beginning August 10, 2025. Provisions for a mandatory redemption based on conditions related to the tender offer are also included, requiring redemption of specific Notes if the acquisition is not completed by the set deadlines. Additionally, net proceeds will support general corporate purposes and debt management.

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Form Type: 424B5

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525019286

Filing Summary: On January 6, 2025, Stryker Corporation entered into a Merger Agreement with Inari Medical, Inc., to commence a tender offer for all outstanding shares of Inari's common stock at $80.00 per share. The tender offer began on January 17, 2025, and is set to expire on February 18, 2025. The completion of the offering is not conditioned on the consummation of the Inari Tender Offer, but Stryker plans to use proceeds from their senior unsecured notes to finance the acquisition and pay related expenses. The terms allow for a potential special mandatory redemption of certain notes if specific conditions of the agreement are not met by stipulated deadlines.

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Form Type: 424B5

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525016398

Filing Summary: Stryker Corporation has filed a preliminary prospectus supplement relating to the offering of several series of notes due on various future dates. This offering is connected to Stryker's acquisition of Inari Medical, Inc., with Stryker's wholly-owned subsidiary agreeing to make a tender offer for all shares of Inari. The tender offer commenced on January 17, 2025, at a price of $80.00 per share and is set to expire on February 18, 2025. The filing outlines that should specific conditions not be met concerning the tender offer by July 7, 2025 (or extended dates), Stryker would be required to redeem certain notes for cash at a specified price. The net proceeds from the offering are intended to finance the Inari Tender Offer and cover related expenses. The notes offered will rank equally with Stryker's other existing and future senior unsecured indebtedness, and there are risks associated with the investment in these notes.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525002537

Filing Summary: On January 6, 2025, Stryker Corporation entered into a Merger Agreement with Inari Medical, Inc. Stryker will initiate a tender offer to purchase all outstanding shares of Inari at a price of $80.00 per share. The acquisition is subject to customary conditions including a minimum tender condition, regulatory approvals, and absence of legal restraints. The tender offer will remain open for at least 20 business days with provisions for extensions. Following the tender offer, the intention is for Stryker to merge with Inari, making Inari a wholly owned subsidiary of Stryker. The agreement includes customary representations, warranties, and a $163 million termination fee under certain conditions, with both companies agreeing to collaborate in efforts to complete the transaction. The document also mentions the risks associated with the acquisition process, including regulatory approvals and market conditions, along with a cautionary statement regarding forward-looking statements.

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