Form 425 - Investor Presentation
Investor Presentation
3
Q
2
0
1
4
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

FORWARD-LOOKING STATEMENTS
2
Forward-Looking Statements
Statements
contained
in
this
presentation
that
relate
to
future,
not
past,
events
are
forward-looking
statements
under
the
Private
Securities
Litigation
Reform
Act
of
1995.
Forward-looking
statements
are
based
on
current
expectations
of
future
events
and
often
can
be
identified
by
words
such
as
“expect,”
“anticipate,”
“project,”
“intend,”
“will,”
“may,”
“believe,”
“could,”
“continue,”
“estimate,”
“outlook,”
“plan,”
“guidance,”
“tomorrow”,
“desired
state,”
other
words
of
similar
meaning
or
the
use
of
future
dates.
Forward-looking
statements
by
their
nature
address
matters
that
are,
to
different
degrees,
uncertain.
Uncertainties
and
risks
may
cause
Tornier’s
actual
results
to
be
materially
different
than
those
expressed
in
or
implied
by
Tornier’s
forward-looking
statements.
For
Tornier,
such
uncertainties
and
risks
include,
among
others,
risks
relating
to
Tornier’s
proposed
merger
with
Wright
Medical
Group,
Inc.,
including
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
resource;
and
other
risks
and
uncertainties,
including
Tornier’s
future
operating
results
and
financial
performance;
the
success
of
and
possible
disruption
from
Tornier’s
recently
completed
transition
to
dedicated
upper
and
lower
extremities
sales
forces;
fluctuations
in
foreign
currency
exchange
rates;
the
effect
of
global
economic
conditions;
the
timing
of
regulatory
approvals
and
introduction
of
new
products;
physician
acceptance,
endorsement,
and
use
of
new
products;
and
the
effect
of
regulatory
actions,
changes
in
and
adoption
of
reimbursement
rates,
product
recalls
and
competitor
activities.
More
detailed
information
on
these
and
other
factors
that
could
affect
Tornier’s
actual
results
are
described
in
Tornier’s
filings
with
the
U.S.
Securities
and
Exchange
Commission,
including
its
most
recent
annual
report
on
Form
10-K
and
quarterly
reports
on
Form
10-Q.
Tornier
undertakes
no
obligation
to
update
its
forward-looking
statements.

NON-GAAP FINANCIAL MEASURES
3
Non-GAAP Financial Measures
Tornier
uses
certain
non-GAAP
financial
measures
in
this
presentation,
such
as
adjusted
EBITDA,
adjusted
gross
margin
and
constant
currency.
Tornier
uses
non-GAAP
financial
measures
as
supplemental
measures
of
performance
and
believes
these
measures
provide
useful
information
to
investors
in
evaluating
Tornier’s
operations,
period
over
period.
However,
non-GAAP
financial
measures
have
limitations
as
analytical
tools,
and
should
not
be
considered
in
isolation
or
as
a
substitute
for
Tornier’s
financial
results
prepared
in
accordance
with
GAAP.
In
addition,
investors
should
note
that
any
non-GAAP
financial
measure
Tornier
uses
may
not
be
the
same
non-GAAP
financial
measure,
and
may
not
be
calculated
in
the
same
manner,
as
that
of
other
companies.
A
reconciliation
of
the
non-GAAP
financial
measures
used
in
the
presentation
to
the
most
directly
comparable
GAAP
financial
measures
can
be
found
on
Tornier’s
website
www.tornier.com
under
the
“Non-GAAP
Measure
Reconciliation
Tables”
section
of
the
“Investor
Relations”
page.
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.

TORNIER IS…
Global Medical Device Company,
focusing on providing superior solutions to surgeons
treating orthopaedic extremities injuries & disorders
4

TORNIER IS WELL-POSITIONED FOR LONG-TERM GROWTH
AND MARGIN EXPANSION
HIGH
GROWTH MARKET
Robust Drivers
Enable Sustained Growth
Extremities
$6.5B
8-9%
CAGR
(’14 –
’18)
Based upon management estimates
COMPREHENSIVE
PRODUCT PORTFOLIO
Leader in Innovation,          
Science & Education
ENHANCED GROWTH AND
PROFITABILITY
Proposed Merger with Wright
Medical Will Create Premier
Extremities and Biologics
Company
FOCUSED ON EXECUTION
UPPER
EXTREMITIES
LOWER
EXTREMITIES
Upper Extremities
Orthopedic Surgeon
Lower Extremities
Orthopedic Surgeon
&
Surgical Podiatrist
5

UPPER
EXTREMITIES
LOWER
EXTREMITIES
Proposed Merger with Wright
Medical Will Create Premier
Extremities and Biologics
Company
Upper Extremities
Orthopedic Surgeon
Lower Extremities
Orthopedic Surgeon
&
Surgical Podiatrist
TORNIER IS WELL-POSITIONED FOR LONG-TERM GROWTH
HIGH
GROWTH MARKET
Robust Drivers
Enable Sustained Growth
Extremities
$6.5B
8-9%
CAGR
(’14 –
’18)
Based upon management estimates
6
FOCUSED ON EXECUTION
Leader in Innovation,          
Science & Education
COMPREHENSIVE
PRODUCT PORTFOLIO
ENHANCED GROWTH AND
PROFITABILITY

TORNIER IS FOCUSED ON ROBUST, HIGH-GROWTH MARKETS
Tornier’s
goal
is
to
leverage
its
dedicated
sales
force
and
strong
product
portfolio
to
drive
above
market
growth
in
upper
and
lower
extremities
7

EXTREMITY MARKET DRIVERS PROVIDE OPPORTUNITY
FOR SUSTAINED GROWTH
•
Extremities specific design
•
Unmet need for early intervention
•
Growing need for revision
•
Facilitating minimally invasive
procedures
TECHNOLOGY
•
Aging population
•
Growing awareness (globally) 
•
“Quality of life”
expectations
PATIENTS
OUTCOMES
•
Improving clinical outcomes
•
Evidence driven decisions
8

TORNIER IS WELL-POSITIONED FOR LONG-TERM GROWTH
Based upon management estimates
COMPREHENSIVE
PRODUCT PORTFOLIO
Leader in Innovation,          
Science & Education
UPPER
EXTREMITIES
LOWER
EXTREMITIES
Robust Drivers
Enable Sustained Growth
$6.5B
8-9%
CAGR
(’14 –
’18)
FOCUSED ON EXECUTION
Proposed Merger with Wright
Medical Will Create Premier
Extremities and Biologics
Company
Upper Extremities
Orthopedic Surgeon
Lower Extremities
Orthopedic Surgeon
&
Surgical Podiatrist
9
HIGH
GROWTH MARKET
ENHANCED GROWTH AND
PROFITABILITY

COMPREHENSIVE PORTFOLIO PROVIDES FULL-LINE 
SUPPORT TO THE EXTREMITY SURGEON
Number of
Extremities
Products: 
JOINT
REPLACEMENTS
BONE
REPAIR
BIOLOGICS
SOFT TISSUE
REPAIR
UPPER
Shoulder,
Elbow, Hand &
Wrist
LOWER
Foot & Ankle
10
35
34
3
PROCEDURES
10

PORTFOLIO STRATEGY LEVERAGES STRENGTHS TO
TAKE SHARE WHILE EXPANDING EXTREMITY MARKETS
JOINT
REPLACEMENTS
BONE
REPAIR
BIOLOGICS
SOFT TISSUE
REPAIR
UPPER
Shoulder,
Elbow, Hand &
Wrist
LOWER
Foot & Ankle
1.
Take
Share
through
introduction
of
best-in-class
extremity
specific
solutions
2.
Expand
arthroplasty
markets
with
early
intervention
products
3.
Create
solutions
for
an
Expanding
extremity
revision
segment
4.
Take
Share
with
differentiated
value
products,
(“Value”
=
outcome
per
healthcare
dollar
spent)
5.
Expand
customer
base
through
enabling
instrumentation,
medical
education
and
repeatable
procedures
11

OUR FOUNDATION FOR SUSTAINED ABOVE MARKET GROWTH
Near-Term
Long-Term
12
Strategic Investments to Leverage Dedicated
Sales Channels:
1. Creating Competitively Superior Sales Rep
2. Providing Best-in-Class UE / LE Products
3. Market Expansion through Indication

Ascend Flex Platform
•
TSA / RSA Convertible Stem
•
PerForm Glenoid
•
Reversed Threaded Post Baseplate
Salto Talaris 2.1
Cannulink, Cannulink+
Phantom Fiber Suture
SUSTAINING ABOVE MARKET GROWTH THROUGH
FOCUSED EXECUTION
Best-in-Class Products
Driving Current Growth
Market Expansion
Indication Driven Product Development
Simpliciti
Adjustable Reverse
Salto Talaris XT
Pyrocarbon Humeral
Head
Bone Sparing TSA
Shoulder Revision
Ankle Revision
Hemi Arthroplasty
Consistent Above Market Growth
13

TORNIER IS THE “GO-TO”
EXTREMITIES COMPANY WITH
INDUSTRY LEADING SCIENCE & EDUCATION PROGRAMS
RESPECTED FOR
SCIENTIFIC  RIGOR
SUPPORTING ACTIVE FUNDAMENTAL RESEARCH
•
Pyrolytic carbon
•
Advanced kinematic & biomechanical testing capability
•
Computer Aided Surgery & 3D Pre-operative planning
COMMITTED
TO
“EVIDENCE-BASED”
MEDICINE
•
Aequalis
shoulder
registry
-
20+
years
of
data
•
Simpliciti
trial
–
1st
US
IDE
shoulder
arthroplasty
study
•
Salto-Talaris
–
total
ankle
replacement
survivorship
data
INVESTED IN PROFESSIONAL EDUCATION & TRAINING
•
Unique Shoulder and Ankle Master Courses
•
Orthopedic fellowship courses
•
Cadence of product-specific cadaveric training labs
14

TORNIER IS WELL-POSITIONED FOR LONG-TERM GROWTH
Robust Drivers
Enable Sustained Growth
$6.5B
7-9%
CAGR
(’14 –
’18)
ENHANCED GROWTH AND
PROFITABILITY
Proposed Merger with Wright
Medical Will Create Premier
Extremities and Biologics
Company
FOCUSED ON EXECUTION
Based upon management estimates
Leader in Innovation,          
Science & Education
Upper Extremities
Orthopedic Surgeon
Lower Extremities
Orthopedic Surgeon
&
Surgical Podiatrist
15
HIGH
GROWTH MARKET
COMPREHENSIVE
PRODUCT PORTFOLIO
UPPER
EXTREMITIES
LOWER
EXTREMITIES
Extremities

TORNIER CONDUCTS INTERNATIONAL SALES OPERATIONS
IN
45
DISTINCT
COUNTRIES
ON
6
CONTINENTS
Primarily direct sales
Primarily distributor
Mixed  Model
Country Office
International revenue $128.9 MM (41% of Total)*
*2013 revenue results
16

THREE STRATEGIC INITIATIVES TO STRENGTHEN OUR
INTERNATIONAL BUSINESS
STRENGTHEN BRAND IN EMERGING MARKETS
•
Select investments to accelerate presence in Brazil & China
•
Evaluate
targeted
expansion
plans
in
other
emerging
markets
(ex. India)
ACCELERATE REVENUE GROWTH
•
Aggressively launch new platform products globally (ex. Ascend Flex)
•
Broaden product offering in existing markets (ex. Rev. Shoulder in Japan)
DRIVE ADOPTION IN DEVELOPED GEOGRAPHIES
•
Strengthen and further focus our sales forces
•
Invest in strategic market development activities (INT’L Foot & Ankle)
17
1
2
3

CONTINUE TO INVEST TO BUILD A SUPERIOR
U.S. SALES FORCE
18
Competitively Superior
DESIRED STATE
•
Exclusive UE / LE channels
•
Expanded portfolio
•
Narrow rep territories
•
Reps provide “value-add”
Proficient & Productive
2014/2015 –
PHASE II
Agreements for dedicated
UE / LE assignments
Hire and fill Territories
Clearly defined coverage
Initial Rep training
Aligned & Committed
2013 –
PHASE I
o
Limited access to Reps
o
Rep covered any/all
cases
o
Limited formal training
o
Inconsistent distributor
contracts
Limited
Standardization
and
Commitment
to
Tornier
TORNIER 2012
Reps aligned to UE / LE
Continue to fill territories
•
Rep certification / training
•
Track & Perf. Manage
Reps

TODAY
(Q3
2014)
US Sales Network
•
U.S. revenue $182.1 MM (59% of Total)*
•
> 85% US revenues represented by dedicated UE
or LE sales reps
•
165 U.S. direct sales reps (365 total U.S. reps)
COMPLETED SIGNIFICANT TRANSITIONS WITHIN
U.S. SALES CHANNEL
EXITING
2012
Distributor
Direct
US Sales Network
•
18 Legacy Tornier distributors selling both UE & LE
•
3 Direct Tornier territories
•
50 OrthoHelix LE agents in Oct-12
* 2013 revenue results
19

WORK REMAINS TO BUILD A “BEST-IN-CLASS”
U.S. SALES FORCE
Timing
2012
Desired State
Agreements 
& Alignment
Rep Training 
& Education
Performance 
& Productivity
Distributor
Negotiation
High Uncertainty
Strong &
Reliable
Performance
US Sales Channel Transition
Territory
Staffing
Sales Mgmt. &
Training Org.
20

EBITDA Leverage
Above Market
CAGR
2018
2013
2013
2018
Upper Extrm.
Lower Extrm.
20%
of
Rev
Projected Extremities Revenues
•
Driving above-market growth in
upper and lower extremity segments
•
Revenue geographically balanced
•
3Q results included above market
growth in shoulder and total ankle
replacement
Revenue Takeaways
•
Clear pathway to profitability and
EBITDA >20% of Rev.
•
GM contributions expand:
•
Continued insourcing (OrthoHelix)
•
On-going manufacturing efficiencies
•
SG&A leverage comes with revenue
Financial Profile
PLANS TO DELIVER CONSISTENT ABOVE-MARKET GROWTH
AND STRONG FINANCIAL PERFORMANCE
EBITDA Takeaways
21
•
Market Cap: ~$1.27B
•
FY13
Results:
Revenue:
$311M
Adj.
GM:
74.2%*
Adj.
EBITDA:
$30.4M*
•
3Q 2014 Results:
Revenue:
$76.7M
Adj.
GM:
76.7%*
Adj.
EBITDA:
$4.0M*
•
Cash (Q3 ‘14): $25.9M
*Represents
non-GAAP
financial
measure.
Reconciliation
to
the
closest
GAAP
measure
can
be
found
on
Tornier’s
website.

2014 Financial Guidance
(1)
Revenue
(2)
:
4Q:
$85 to $89 million,
1.9% to 6.7% growth
FY:
$334.9 to $338.9 million,
7.7% to 9.0% growth
Extremities revenue
(2)
:
4Q:
$70.5 to $73.5 million,
3.5% to 7.9% growth
FY:
$278.8 to $281.8 million,
8.1% to 9.2% growth
Adjusted EBITDA
(3)
:
4Q:
$7.9 to $9.9 million,
or 9.5% to 11.4% EBITDA margin
FY:
$27.5 to $29.5 million,
or 8.2% to 8.7% EBITDA margin
2014 FINANCIAL GUIDANCE AND KEY METRICS
(1)
Guidance as of November 6, 2014 and is not being confirmed
during this presentation
(2)
Constant currency, which is a non-GAAP financial measure
(3)
Adjusted EBITDA is a non-GAAP financial measure
Key Metrics
22

Wright and Tornier Agree to Merge Creating
Premier
High-Growth Extremities-Biologics Company
Combination Will Offer Comprehensive Upper and Lower Extremity Product Portfolio and
Broad Global Reach
Further
Accelerates
Growth
Opportunities
in
Three
of
the
Fastest
Growing
Areas
in
Orthopaedics
Adds Significant Scale and Scope to Provide Accelerated Path to Profitability and
Stronger Financial Profile
Wright
Receives
Approvable
Letter
from
FDA
for
Augment
®
Bone
Graft
+
+
23
WRIGHT AND TORNIER AGREE TO MERGE
Announced October 27, 2014

24
TRANSACTION OVERVIEW
•
All stock transaction resulting in a combined equity value of approx.
$3.3B
–
Combined company ownership: 52% Wright / 48% Tornier existing
shareholders
•
For Tornier shareholders, exchange ratio implies a per share value for
Tornier that represents a 28% premium to Tornier’s closing share price
on October 24, 2014
•
Transaction is subject to customary closing conditions, including the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as
well as Wright and Tornier shareholder approval
•
Close expected in the first half of 2015

TORNIER IS WELL-POSITIONED FOR LONG-TERM GROWTH
Based upon management estimates
25
HIGH
GROWTH MARKET
COMPREHENSIVE
PRODUCT PORTFOLIO
ENHANCED GROWTH AND
PROFITABILITY
Robust Drivers
Enable Sustained Growth
Leader in Innovation,          
Science & Education
Proposed Merger with Wright
Medical Will Create Premier
Extremities and Biologics
Company
FOCUSED ON EXECUTION

THANK  YOU