Transaction Expected to Close in Third Quarter of 2015, Subject to Receipt of Clearance by FTC
MEMPHIS, Tenn. and AMSTERDAM, The Netherlands, June 18, 2015 (GLOBE NEWSWIRE) -- Wright Medical Group, Inc. (Nasdaq:WMGI) and Tornier N.V. (Nasdaq:TRNX) today announced that all proposals related to the combination of Wright and Tornier were approved by both Wright's and Tornier's shareholders.
Based on final vote results for Wright, the proposal to adopt the merger agreement and approve the merger was approved by shareholders owning 97.72 percent of the shares voted at the meeting and 84.36 percent of the outstanding Wright shares as of the record date. The final vote results for all proposals will be included in a current report on Form 8-K to be filed by Wright with the Securities and Exchange Commission.
Based on final vote results for Tornier, the proposal to adopt the merger agreement and approve the merger was approved by shareholders owning 99.36 percent of the shares voted at the meeting and 80.08 percent of the outstanding Tornier shares as of the record date. In addition, the proposals to appoint the combined company board of directors and change the company name to Wright Medical Group N.V. were approved. The final vote results for all proposals will be included in a current report on Form 8-K to be filed by Tornier with the Securities and Exchange Commission.
With the affirmative vote by both Wright and Tornier shareholders, the primary remaining condition to closing is approval by the U.S. Federal Trade Commission (FTC). As previously disclosed, Tornier is pursuing divestiture of certain U.S. lower extremity product lines. Subject to receipt of FTC clearance, the transaction is expected to close in the third quarter of 2015.
Robert Palmisano, president and chief executive officer of Wright, stated, "We are extremely pleased with the positive vote we received from Wright shareholders, which represents an important milestone in bringing our companies together. We are convinced this combination will create the premier, high-growth Extremities-Biologics company with a broad global reach. Together, we will have one of the most comprehensive upper extremity, lower extremity and biologic product portfolios in the market, extending our leadership position and further accelerating our growth opportunities and path to profitability, all of which we believe will generate long-term value for our shareholders."
David Mowry, president and chief executive officer of Tornier, added, "We look forward to bringing together our leading technologies and specialized sales forces in three of the fastest growing areas of orthopaedics. Both companies have built a deep and loyal customer base and have highly complementary product portfolios, positioning the combined entity to deliver meaningful value to our shareholders. We believe that partnered together, Wright and Tornier will become the fastest-growing company in the Extremities-Biologics industry."
About Wright Medical
Wright Medical Group, Inc. is a specialty orthopaedic company that provides extremity and biologic solutions that enable clinicians to alleviate pain and restore their patients' lifestyles. The company is the recognized leader of surgical solutions for the foot and ankle market, one of the fastest growing segments in medical technology, and markets its products in over 60 countries worldwide. For more information about Wright, visit www.wmt.com.
Tornier is a global medical device company focused on providing solutions to surgeons who treat musculoskeletal injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot. The Company's broad offering of over 95 product lines includes joint replacement, trauma, sports medicine, and biologic products to treat the extremities, as well as joint replacement products for the hip and knee in certain international markets. Since its founding approximately 70 years ago, Tornier's "Specialists Serving Specialists" philosophy has fostered a tradition of innovation, intense focus on surgeon education, and commitment to advancement of orthopaedic technology stemming from its close collaboration with orthopaedic surgeons and thought leaders throughout the world. For more information regarding Tornier, visit www.tornier.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "will," "anticipate," "expect," "plan," "could," "may," "believe," "estimate," other words of similar meaning and the use of dates. Forward-looking statements in this press release include, but are not limited to, statements about the timing and anticipated benefits of the pending merger. Each forward-looking statement contained in this press release 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 pending merger; 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; other business effects, including the effects of industry, economic or political conditions outside of Wright's or Tornier's control; 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 the definitive joint proxy statement/prospectus for the transaction, which was filed with the SEC on May 12, 2015, Wright's Annual Report on Form 10-K, which was filed with the SEC on February 26, 2015, and Tornier's Annual Report on Form 10-K, which was filed with the SEC on February 24, 2015, as well as both companies' subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Investors should not place considerable reliance on the forward-looking statements contained in this press release. 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 press release speak only as of the date of this release, and Wright and Tornier undertake no obligation to update or revise any of these statements. Both Wright's and Tornier's 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.
CONTACT: Investors & Media:Wright Medical Group, Inc.Julie D. Tracy Chief Communications Officer(901) 290-5817 (office)firstname.lastname@example.org Tornier N.V.Shawn McCormickChief Financial Officer (952) 426-7646 (office) email@example.com
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