Stryker $1.4 Billion Acquisition of K2M

Piper Jaffray & Co. is acting as financial advisor and Simpson Thacher & Bartlett LLP is acting as legal advisor to K2M.

K2M Group Holdings, Inc. (Nasdaq: KTWO), a global leader of complex spine and minimally invasive solutions focused on achieving three-dimensional Total Body Balance™, signed a merger agreement with Stryker Corporation (“Stryker”, NYSE: SYK) pursuant to which Stryker has agreed to acquire all of the issued and outstanding shares of common stock of K2M in an all cash transaction for $27.50 per share, or a total equity value of approximately $1.4 billion. The purchase price represents a 27% premium over K2M’s average closing price during the 90 trading days ended August 29, 2018. Upon completion of the proposed transaction, K2M will become a wholly owned subsidiary of Stryker Corporation. Post-closing, K2M’s Chairman, Chief Executive Officer, and President Eric D. Major is expected to be appointed as the President of Stryker’s Spine division.

The proposed transaction is expected to close late in the fourth quarter of 2018, subject to customary closing conditions, including approval by K2M’s stockholders and the receipt of certain regulatory approvals. The proposed transaction has been approved by the Board of Directors of both companies and is not subject to any financing condition.

The Simpson Thacher team includes Eric Swedenburg (Picture), Jakob Rendtorff, Erika Tang and Sheena Shah (M&A); Kenneth Wallach, Jonathan Ozner and Brad Goldberg (Corporate); Janice Brunner and Brenda Schulz (Public Company Advisory Practice); Roxane Reardon and Lia Toback (Capital Markets); David Rubinsky, Patricia Adams and Andrew Mandelbaum (Executive Compensation and Employee Benefits); Marcy Geller and Sophie Staples (Tax); Chris Brown and James Doyle (Banking and Credit); Lori Lesser and Amber Harezlak (IP); Sara Razi, Ellen Frye, John Goheen, Elias Boujaoude and Benjamin Sunshine (Antitrust); and Adeeb Fadil (Environmental).

 

Involved fees earner: Eric Swedenburg – Simpson Thacher & Bartlett; Jakob Rendtorff – Simpson Thacher & Bartlett; Erika Tang – Simpson Thacher & Bartlett; Sheena Shah – Simpson Thacher & Bartlett; Kenneth Wallach – Simpson Thacher & Bartlett; Jonathan Ozner – Simpson Thacher & Bartlett; Bradley Goldberg – Simpson Thacher & Bartlett; Janice Brunner – Simpson Thacher & Bartlett; Brenda Hwang Schulz – Simpson Thacher & Bartlett; Roxane Reardon – Simpson Thacher & Bartlett; Lia Toback – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Patricia Adams – Simpson Thacher & Bartlett; Andrew Mandelbaum – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; Christopher Brown – Simpson Thacher & Bartlett; James Doyle – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Amber Harezlak – Simpson Thacher & Bartlett; Sara Razi – Simpson Thacher & Bartlett; Ellen Frye – Simpson Thacher & Bartlett; John Goheen – Simpson Thacher & Bartlett; Benjamin Sunshine – Simpson Thacher & Bartlett; Adeeb Fadil – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: K2M Group Holdings, Inc.;

 

Author: Ambrogio Visconti