Filed by Wright Medical Group, Inc.
pursuant to Rule to Rule 425
Under the Securities Act of 1933
Deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Wright Medical Group, Inc.
Commission File No. 001-35823
Comprehensive Upper & Lower Extremity Product Portfolio
1
*2013 revenue
UPPER EXTREMITIES
LOWER EXTREMITIES
~10% of Revenue
59% of Revenue
~62% of Revenue
19% of Revenue
CONTENTS ARE CONFIDENTIAL
BIOLOGICS
Wright 2013 Revenue Breakdown
73% U.S. / 27% Intl
Tornier 2013 Revenue Breakdown
59% U.S. / 41% Intl |
Compelling Strategic Rationale
Premier Global, High-Growth Extremities-Biologics Company
Uniquely positioned in fastest growth areas of orthopaedics
Three cornerstones: Total Ankle, Shoulder Replacement, Biologics
Leading technologies & specialized sales forces addressing continuum
of care through innovative solutions
Further
enhanced
by
final
FDA
premarket
approval
of
Augment
®
Bone
Graft, a platform technology for future new product development
2
CONTENTS ARE CONFIDENTIAL
Once integrated and Augment launched, anticipate combined
revenues growing in mid-teens and adj. EBITDA margins
approaching 20% in 3-4 years |
Synergies and Timing
We will communicate as much as we can,
as fast as we can
3
CONTENTS ARE CONFIDENTIAL
We expect to realize cost synergies totaling $40 million to $45 million
from the following areas
some examples:
Multiple ERP systems
Tornier
outsources
most
of
its
foot
and
ankle
manufacturing
we have
a world class manufacturing facility
We can eliminate duplicate public expenses, such as audit fees and
stock exchange listing fees
These decisions have yet to be made
We do not have all of the answers yet |
Note on Non-GAAP Financial Measures
Wright Medical Group, Inc. (Wright) and Tornier N.V. (Tornier) use non-GAAP financial measures, including EBITDA, as adjusted. Their respective management teams believe that the presentation of these measures provides useful information to investors and that these measures may assist investors in evaluating their respective companys operations, period over period. EBITDA is calculated by adding back to net income charges for interest, income taxes and depreciation and amortization expenses. While it is not possible to reconcile the adjusted EBITDA forecast in this communication to the nearest metric under U.S. generally accepted accounting principles (GAAP) of the combined business without unreasonable effort, the adjusted EBITDA forecast excludes non-cash stock based compensation expense and non-operating income and expense, as well as the expected impact of such items as transaction and transition costs, impacts from the sale of Wrights OrthoRecon business and costs associated with distributor conversions and non-competes, all of which may be highly variable, difficult to predict and of a size that could have substantial impact on the combined companys reported results of operations for a period. Investors should consider these non-GAAP measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.
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 SECs 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 Wrights and Torniers 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 Wrights 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 Torniers directors and executive officers is contained in Torniers 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; the combined companys plans, objectives, expectations and intentions with respect to future operations, products and services, the approvable status and anticipated final PMA approval of Wrights Augment® Bone Graft product, and the positive effects such final approval is anticipated to have on the combined business. 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 Wrights or Torniers 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 Wrights and Torniers respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined companys capital resources; failure or delay in ultimately obtaining FDA approval of Wrights Augment® Bone Graft for commercial sale in the United States, and the risks identified under the heading Risk Factors in Wrights Annual Report on Form 10-K, filed with the SEC on February 27, 2014, and Torniers Annual Report on Form 10-K, file with the SEC on February 21, 2014, as well as 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 Wrights and Torniers 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.