ITEM 8.01 OTHER EVENTS.
As previously disclosed, in connection with the completion of the acquisition by
Stryker Corporation (the "Company") of Wright Medical Group N.V. ("Wright") on
November 11, 2020, a series of mergers occurred after the consummation of the
Company's tender offer for all of Wright's outstanding ordinary shares
("Shares").
As a result of the mergers, each Share held by Wright shareholders who did not
tender their Shares pursuant to the tender offer was converted into the right to
receive merger consideration consisting of an amount in cash equal to $30.75 per
Share without interest and less applicable withholding taxes. As described in
the tender offer materials, the paying agent for the mergers deducted and
withheld from the merger consideration Dutch dividend withholding tax
(dividendbelasting) in an amount equal to $1.85 (the "Dutch Exit Tax Amount")
for each Share exchanged for cash in the mergers. As described in the tender
offer materials, the paying agent for the mergers was to retain the Dutch Exit
Tax Amount so withheld until January 1, 2022 or such earlier date as directed by
Stryker, and Stryker was to notify the paying agent in writing on or prior to
January 1, 2022 to either (i) remit the Dutch Exit Tax Amount to the appropriate
Dutch governmental authority if the legislative proposal (the Emergency Act on
Conditional Final Dividend Withholding Tax Levy (Spoedwet conditionele
eindafrekening dividendbelasting)) that had been submitted to the Dutch
parliament or any replacement legislative proposal with substantially the same
scope (the "Proposal") were enacted prior to January 1, 2022 (the "Dutch Exit
Tax") or (ii) remit the applicable amount of the Dutch Exit Tax Amount to each
former holder of Shares whose Shares were exchanged for cash in the mergers if
(a) the Proposal had not been enacted prior to January 1, 2022 or (b) the Dutch
Exit Tax was enacted prior to January 1, 2022, but no Dutch dividend tax
withholding was required to be withheld.
The Proposal and the Dutch Exit Tax were not enacted prior to January 1, 2022.
Accordingly, the Company has instructed the paying agent for the mergers to
remit the $1.85 per share Dutch Exit Tax Amount to each former holder of Shares
whose Shares were exchanged for cash in the mergers and from whom such amount
was withheld. Payment of such amount to such former Wright shareholders is
expected to be made promptly. Any such former Wright shareholder with questions
regarding such payment should contact the bank, broker or other financial
institutional that held such former Wright shareholder's Shares as of the
effective time of the mergers.
No Dutch Exit Tax Amount is payable in respect of Shares purchased by the
Company in the tender offer.
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