Tender Offer - Inari Medical, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-02-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525027315
Filing Summary: This document is Amendment No. 4 to the Schedule 14D-9 filed by Inari Medical, Inc. regarding a tender offer by Stryker Corporation and its wholly-owned subsidiary, Eagle 1 Merger Sub, Inc. The tender offer is for all outstanding shares of Inari Medical’s common stock, priced at $80.00 per share in cash. This amendment updates the Schedule 14D-9 originally filed on January 17, 2025, and includes information about an employee FAQ document dated February 14, 2025. The earlier filing remains unchanged except for the new exhibit.
Additional details:
Name Of Person Filing Statement: Inari Medical, Inc.
Title Of Class Of Securities: Common Stock, $0.001 par value per share
Cik Number: 45332Y109
Offer Price: $80.00
Exhibit Description: Inari Medical, Inc. FAQ Document for Employees, dated February 14, 2025.
Offering Company: Stryker Corporation
Merger Sub Name: Eagle 1 Merger Sub, Inc.
Form Type: SC 14D9/A
Filing Date: 2025-02-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525022783
Filing Summary: Inari Medical, Inc. has filed Amendment No. 3 to its Solicitation/Recommendation Statement regarding the tender offer by Stryker Corporation and Eagle 1 Merger Sub, Inc. to acquire all outstanding shares of Inari’s common stock at a price of $80.00 per share, as detailed in the original Schedule 14D-9 filing from January 17, 2025. This amendment updates the financial advisor Morgan Stanley's opinion, clarifying equity value calculations and adjustments based on Inari’s projected financials for 2025. The supplemental disclosures aim to avoid litigation risks while asserting that the claims associated with the complaint have no merit. The document includes details on the methodology used in financial projections and equity valuation, incorporating elements such as estimated unlevered free cash flows and discount rates applied to determine equity value per share. There is a focus on ensuring compliance with legal standards while updating the stockholders about the offer's implications and the financial rationale behind the suggested price and conditions.
Additional details:
Title Of Class: Common Stock
Cusip Number: 45332Y109
Person Authorized Name: Andrew Hykes
Person Authorized Title: Chief Executive Officer and President
Company Name: Inari Medical, Inc.
Offer Price Per Share: $80.00
Estimated Net Cash: $107 million
Estimated Fully Diluted Shares: 61 million
Form Type: SC 14D9/A
Filing Date: 2025-02-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525021761
Filing Summary: This document is an Amendment No. 2 to the Schedule 14D-9 filed by Inari Medical, Inc., relating to a tender offer made by Stryker Corporation and Eagle 1 Merger Sub, Inc. The tender offer aims to acquire all outstanding shares of Inari Medical common stock at a per share price of $80.00 in cash. This amendment updates the initial statement that was filed on January 17, 2025, and incorporates by reference previous exhibits including the Offer to Purchase and the related Letter of Transmittal. The amendment also includes the addition of Exhibit (a)(5)(J), which is an email from Inari Total Rewards dated February 6, 2025, sent to certain employees of Inari Medical, Inc.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 45332Y109
Offer Price: 80.00
Form Type: SC 14D9/A
Filing Date: 2025-02-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525019603
Filing Summary: This document is Amendment No. 1 to Schedule 14D-9, relating to a tender offer by Stryker Corporation and Eagle 1 Merger Sub, Inc. to acquire all outstanding shares of Inari Medical, Inc. at a price of $80.00 per share in cash. The amendment updates additional information regarding a legal proceeding involving a lawsuit filed by a purported stockholder, Catherine Coffman, alleging that the original Schedule 14D-9 contained misrepresentations and omissions of material information. The lawsuit seeks injunctive relief to prevent consummation of the transaction until alleged deficiencies are addressed, alongside claims for damages and legal costs. Additionally, the document notes that the waiting period under the HSR Act has expired, satisfying a condition for the tender offer. The Company stands by the disclosures provided in the original filing, asserting their compliance with applicable law while also acknowledging the potential for future complaints or demand letters.
Additional details:
Title Of Class Of Securities: Common Stock, $0.001 par value per share
Cusip Number: 45332Y109
Offer Price Per Share: $80.00
Lawsuit Filed Date: 2025-01-29
Number Of Demand Letters: 15
Hsr Waiting Period Expiration: 2025-02-03
Form Type: SC TO-T/A
Filing Date: 2025-02-04
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525019598
Filing Summary: Amendment No. 1 to the Tender Offer Statement on Schedule TO updates the tender offer initiated by Stryker Corporation and its subsidiary Eagle 1 Merger Sub, Inc. to purchase all outstanding shares of Inari Medical, Inc. for $80.00 per share. This amendment provides details about the expiration of the waiting period under the HSR Act, confirming that it has been satisfied as of February 3, 2025. It also discusses ongoing legal proceedings initiated by stockholders alleging misrepresentation in a Schedule 14D-9 filing, seeking injunctive relief and damages. Inari has also received 15 demand letters claiming disclosure deficiencies regarding the transaction. The filing emphasizes that the company believes the allegations lack merit and that they fully comply with legal requirements. The outcome of these legal matters remains uncertain and may lead to additional complaints.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 45332Y109
Offer Price Per Share: $80.00
Number Of Demand Letters Received: 15
Case Name: Coffman v. Inari Medical, Inc. et al.
Case Index Number: 650551/2025
Complaint Date: 2025-01-29
Form Type: SC TO-T
Filing Date: 2025-01-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525008416
Filing Summary: Eagle 1 Merger Sub, Inc., a wholly owned subsidiary of Stryker Corporation, is offering to purchase all issued and outstanding shares of common stock of Inari Medical, Inc. at a price of $80.00 per share in cash. This tender offer is structured to comply with the Securities Exchange Act provisions, specifically under Rule 14d-1 for third-party tender offers. The Offer to Purchase, associated Letter of Transmittal, and other relevant documents are included as exhibits and provide further details on the terms. The offer reflects the companies' strategic plans and regulatory compliance requirements, ensuring the completed process adheres to SEC rules.
Additional details:
Offer Price: 80.00
Offeror Name: Eagle 1 Merger Sub, Inc.
Parent Company: Stryker Corporation
Security Title: Common Stock
Cusip Number: 45332Y109
Termination Date: Not applicable
Agreement Plan Merger Date: 2025-01-06
Form Type: SC14D9C
Filing Date: 2025-01-06
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525002250
Filing Summary: Inari Medical, Inc. filed a SC14D9C document related to a tender offer solicitation and recommendation statement on January 6, 2025. The document is intended to inform stockholders about a proposed tender offer, which has not yet commenced. It notes that forward-looking statements regarding the timing of the tender offer and merger, potential stockholder participation, competing offers, and regulatory approvals are included. The company expressed uncertainties that could affect the outcome of the offer and urged investors to rely on confidential conclusions made in compliance with the SEC regulations. It emphasized the importance of reading all tender offer materials, as they will contain vital information regarding the tender offer and its implications for stockholders.
Additional details:
Title Of Class: Common Stock
Cik Number: 45332Y109
Name Of Person Filing Statement: Inari Medical, Inc.
Address Of Person Filing Statement: 6001 Oak Canyon, Suite 100, Irvine, California, 92618
Telephone Number Of Person Filing Statement: (877) 923-4747
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