Form 425 - Employee Presentation
Employee Communication
Meetings
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

This presentation 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.
Cautionary Note Regarding
Forward-Looking Statements    
|
Confidential  |
Page   2

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 24, 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.
|
Confidential  |
Page   3

Confidential |
Page   4
Agenda
•
Yesterday’s Announcements
•
Who Is Wright?
•
Why this combination?
•
What happens after today?
•
How are we planning for the future?
•
Leadership’s commitment to you
•
Conclusion & Summary
•
Q&A

Yesterday’s Announcement to Combine
Creates a Premier High-Growth Extremities-Biologics Company
with
Comprehensive Upper and Lower Extremity Product Portfolio and Broad
Global Reach
Further Accelerates Growth Opportunities
in Three of the Fastest Growing
Areas in Orthopaedics:  Lower Extremities, Upper Extremities and
Biologics
Adds Significant Scale and Scope
to Provide Accelerated Path to Profitability
and Stronger Financial Profile
The combination will generate long-term value for our customers,
our employees and our shareholders.
|
Confidential  |
Page   5

Important Notes on the Announcement to Combine
Wright’s and Tornier’s leaders are thrilled about this once in a life time
opportunity and the future of combined organization
Excitement about
the Deal
Familiar Name
and Leadership
Business As Usual
We
will
operate
“business
as
usual”
through
the
close
of
the transaction
The
combined
company
will
continue
to
be
known
as
Wright
Medical
and
will be led by Bob Palmisano as president and CEO and by Dave Mowry as
COO
Wright’s
and
Tornier’s
Board
of
Directors
voted
unanimously
for
the
combination
Unanimous
Decision
Confidential |
Page   6

Confidential |
Page   7
Corporate Footprint
Corporate
Footprint
•
No immediate plans to consolidate facilities, however,
Executive Leadership to be co-located in Memphis as the U.S.
HQ for our combined business
•
U.S. headquarters for Upper Extremity business will leverage
Tornier’s existing footprint
•
U.S. headquarters for Lower Extremity and Biologics business
will be based in Wright’s existing facility in Memphis
•
The business will be incorporated in The Netherlands

|
Confidential  |
Page   8
Key Products
Recent Strategic Initiatives
•
Extremities-Biologics company with leadership position
in in Lower Extremities --
foot & ankle
•
NASDAQ: WMGI     www.wmt.com
•
HQ in Memphis, TN; operations run out of U.S.
•
2013 revenue: $242M
•
Products sold in over 60 countries
•
1,000 employees globally
INBONE
®
and
INFINITY
®
Total
Ankle Systems
ORTHOLOC
®
Reconstructive
Plates
PRO-TOE
®
Hammertoe
Implants
Biologics
Business Mix
Company Summary
•
Completed transformation to high growth Extremities-
Biologics pure play through successful divestiture of
OrthoRecon business (Jan 2014)
•
Integration of Solana and OrthoPro (acquired in 1Q14)
•
Commercial launch of INFINITY
®
total ankle replacement
system (June 2014)
•
Approvable letter received from FDA for Augment®
Bone
Graft
Wright at a Glance
*2013 revenue
27%
US
International
73%
62%
25%
10%
3%
Other
Upper
Extremities
Biologics
Foot & Ankle

Confidential |
Page   9
Compelling Strategic Rationale
•
Combines Wright’s leadership in the lower extremities market with Tornier’s leadership in upper and
lower extremities to create a premier high-growth global Extremities-Biologics company! 
•
Creates a mid-sized growth company uniquely positioned with leading technologies and
specialized
sales
forces
in
three
of
the
fastest
growing
areas
of
orthopedics
–
Upper
Extremities,
Lower Extremities and Biologics.
•
Further
enhanced
by
final
FDA
premarket
approval
of
Augment
®
Bone
Graft,
adding
additional
depth to our combined portfolio and providing a platform technology for future new product
development.
*2013 revenue
UPPER EXTREMITIES
LOWER EXTREMITIES
59% of Revenue
~10% of Revenue
~62% of Revenue
19% of Revenue

Confidential |
Page   10
Natural, Highly Complementary Fit of Both Businesses
•
We have complementary product offerings in the extremities segment,
providing opportunities for growth beyond what we could achieve as individual
companies
•
We both share consistent and complementary approaches to the market
•
We are committed to strategically addressing the continuum of care through
innovative
solutions,
with
total
ankle
and
shoulder
replacement
being
the
cornerstones and complemented leading edge biologics
•
Larger combined presence and product portfolio creates scale to better
leverage
the
hospital
contracting
process
•
We share a culture of scientific advancement and physician-driven service
with
Wright’s
focus
“The
Specialty
Orthopaedic
Company
People
Love”
and
Tornier’s
focus
“Specialists
Serving
Specialists”

Confidential |
Page   11
We speak a common language

We can achieve more as one company!
Combined products, sales and distribution talent, medical education
and relationships expand the breadth and depth of products we offer
our CUSTOMERS
Dedicated research and development teams will power innovation
across
the
combined
product
portfolio
to
enhance
PATIENT
outcomes
SHAREHOLDERS
have an opportunity to participate in the significant
upside and future growth prospects expected from a larger, stronger,
combined organization
EMPLOYEES
will benefit from being part of a larger, dynamic
organization that brings together two leading companies and offers
enhanced opportunities for career growth
|
Confidential  |
Page   12

Confidential |
Page   13
What does this mean for employees TODAY?
•
Close in 2015:
Deal is expected to close in the first half of 2015 and will require
regulatory and shareholder approvals
•
Business as Usual:
Please
remember
Customer
Service
is
our
Number
One
Priority
and it is imperative that we continue to execute on operational objectives
and individual goals!
•
No Immediate Changes:
Your role, responsibilities, salary and benefits remain
the same, but you may be requested to assist in integration planning.
•
Continued Excellence:
We’ll continue to provide the excellent products and
service that Tornier is known for!
Until
close,
we
remain
independent
companies
and
should
continue
to
compete as vigorously as we did before the announcement

Confidential |
Page   14
•
Significant
Resources
are
Dedicated
to
the
Combination
and
over
the
next
days, weeks and months, we aim to:
Identify best practices from both organizations that leverage our strengths,
maximize growth and deliver best-in-class service
Reposition
and
align
with
the
strategic
vision
for
both
entities
and
prepare
for a successful “Day One”
following the close of the transaction
Pro-actively communicate as information becomes available on transition-
related details and logistics
•
Successful integration will include realizing synergies across the business, these
decisions have yet to be made and we understand the uncertainty this creates
•
Please
be
patient!
We
do
not
have
all
of
the
answers
yet,
but
we
are
committed to communicating quickly and completely
How are we planning for the integration after close?
It
is
vitally
important
that
planning
efforts
do
not
distract
us
from
remaining
productive and executing on our business objectives

Confidential |
Page   15
Commitment to open & transparent communication
•
There will be a future opportunity to meet with Tornier and new Wright 
Medical
leadership
•
We will provide ongoing, frequent and timely updates:
–
In-person, department meetings
–
Written communications
–
Management team is dedicated to obtaining answers to your questions 
•
Additional resources for employees:
–
Frequently Asked Questions (FAQs) booklet                      
will be provided
–
Dedicated email inbox for your questions (pending):            
winningtogether@tornier.com
–
External transaction page:                                     
www.ExtremitiesLeader.com

A bright & exciting future as new Wright Medical!
Premier High-Growth
Extremities-Biologics
Company
Accelerated Growth
Opportunities
Better Serves Customers
Increases Employee Development Opportunities
Satisfies Shareholders
Significant Scale and
Scope
|
Confidential  |
Page   16

Q&A