| Filed by Tornier N.V. (SEC File No.: 001-35065) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Wright Medical Group, Inc. SEC File No.: 001-35823 |
October 27, 2014
Dear Valued Customer,
We are pleased to inform you that today Tornier announced that it will merge with Wright Medical Group, Inc., a publicly traded medical device company with a focus on the lower extremities segment. This is an exciting combination that will allow us to do more for our customers. We are bringing together two organizations with best-in-class complementary products to significantly expand the breadth and depth of extremity and biologic products. Our combined products, sales and distribution talent, medical education and relationships will allow us to better serve surgeon specialists and their patients.
Providing an Enhanced Ability to Serve our Customers
This is a compelling, highly complementary merger that combines Tornier’s broad portfolio of products in both the upper and lower extremity segments with Wright’s broad portfolio of products in the lower extremities segment. Together, we are creating a premier high-growth global Extremities-Biologics company.
Given our combined expertise and scale, our portfolio will offer more options for customers, particularly as we plan to expand our hospital presence. With the best of both companies coming together, we will provide the most comprehensive upper and lower extremity portfolio in the industry and enhance our ability to provide solutions.
We will continue to focus on the needs of surgeon specialists by investing in product innovation across the combined portfolio to bring exciting new products to market that will improve patient outcomes. As a combined company, our steadfast commitment to customer service will only be stronger.
Next Steps
It is important to us that this combination does not disrupt your practice in any way. We expect the transaction to close in the first half of 2015. In the meantime, there will be no immediate changes to how we do business. Customers will continue to be served by their current Tornier and Wright representatives.
You are our priority. As such, I personally commit to keeping you up to date and providing additional information as it becomes available. If you have questions, please feel free to contact your local Tornier sales representative or distributor, or you can contact me directly. You can also find information on the merger by visiting our transaction website, www.ExtremitiesLeader.com.
This proposed combination represents an exciting next chapter for our company, and we hope you share our enthusiasm about the opportunities ahead. I would like to take this opportunity to express my appreciation for your business and let you know how much all of us here look forward to building upon our partnership and continuing to provide the outstanding service and support that you have come to expect from Tornier.
Sincerely,
David H. Mowry
President & Chief Executive Officer
Important Additional Information and Where to Find It
In connection with the proposed merger, Tornier plans to file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4 that will include a joint proxy statement of Wright and Tornier that also constitutes a prospectus of Tornier. Wright and Tornier will make the joint proxy statement/prospectus available to their respective shareholders. Investors are urged to read the joint proxy statement/prospectus when it becomes available, because it will contain important information. The registration statement, definitive joint proxy statement/prospectus and other documents filed by Tornier and Wright with the SEC will be available free of charge at the SEC’s website (www.sec.gov) and from Tornier and Wright. Requests for copies of the joint proxy statement/prospectus and other documents filed by Wright with the SEC may be made by contacting Julie Tracy, Senior Vice President and Chief Communications Officer by phone at (901) 290-5817 or by email at julie.tracy@wmt.com, and request for copies of the joint proxy statement/prospectus and other documents filed by Tornier may be made by contacting Shawn McCormick, Chief Financial Officer by phone at (952) 426-7646 or by email at shawn.mccormick@tornier.com.
Wright, Tornier, their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Wright’s and Tornier’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Wright and their ownership of Wright stock is set forth in Wright’s annual report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 27, 2014 and its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 31, 2014. Information regarding Tornier’s directors and executive officers is contained in Tornier’s annual report on Form 10-K for the fiscal year ended December 29, 2013, which was filed with the SEC on February 21, 2014, and its proxy statement for its 2014 annual general meeting of shareholders, which was filed with the SEC on May 16, 2014. These documents can be obtained free of charge from the sources indicated above. Certain directors, executive officers and employees of Wright and Tornier may have direct or indirect interest in the transaction due to securities holdings, vesting of equity awards and rights to severance payments. Additional information regarding the participants in the solicitation of Wright and Tornier shareholders will be included in the joint proxy statement/prospectus.
Cautionary Note Regarding Forward-Looking Statements
This communication includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. Forward-looking statements in this communication include but are not limited to, statements about the benefits of the transaction; potential synergies and cost savings and the timing thereof; future financial and operating results; the expected timing of the completion of the transaction; and the combined company’s plans, objectives, expectations and intentions with respect to future operations . Each forward-looking statement contained in this communication is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing of the transaction; uncertainties as to whether Tornier shareholders and Wright shareholders will approve the transaction; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or the terms of such approval; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of Wright’s or Tornier’s control; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of Wright and Tornier may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption following completion of the transaction, including adverse effects on employee retention and on Wright’s and Tornier’s respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; and the risks identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K, filed with the SEC on February 27, 2014, and Tornier’s Annual Report on Form 10-K, file with the SEC on February 21, 2014, as well both companies’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this presentation. You are encouraged to read Wright’s and Tornier’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this communication speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our businesses are subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.