On January 6, 2025, Stryker Corporation (SYK, Financial), a leading medical technology company, announced its entry into an Agreement and Plan of Merger with Inari Medical, Inc., a Delaware corporation. This strategic move is set to enhance Stryker's portfolio and market presence in the medical technology sector.
Under the terms of the Merger Agreement, Stryker will form a wholly owned subsidiary, Merger Sub, which will initiate a tender offer to purchase all outstanding shares of Inari's common stock at $80.00 per share in cash. This offer is subject to customary conditions, including the acquisition of a majority of Inari's shares and regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act.
The tender offer will remain open for a minimum of 20 business days, with possible extensions to meet the necessary conditions. Following the successful completion of the tender offer, Merger Sub will merge with Inari, making it a wholly owned subsidiary of Stryker.
The merger agreement includes standard representations and warranties, and both parties have committed to using their best efforts to complete the transaction promptly. Inari has agreed to certain "no-shop" provisions but retains the right to consider superior proposals under specific circumstances.
Termination rights are included in the agreement, allowing either party to withdraw under certain conditions, such as the acceptance time not occurring by July 7, 2025, or if Inari accepts a superior proposal. In such cases, Inari may be required to pay Stryker a termination fee of $163 million.
This merger is expected to bolster Stryker's capabilities and expand its reach in the medical technology industry, providing enhanced value to shareholders and customers alike. The transaction is anticipated to close by the end of 2025, subject to regulatory approvals and other customary closing conditions.
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