 Advances in Foot and Ankle Surgery
Sheraton New York
November 14-15, 2014
1
Pascal Girin –
Chief Operating Officer
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 |
 SEC,
available
at
www.sec.gov,
for
a
discussion
of
these
and
other
risks
and
uncertainties.
The
forward-looking
statements
2
This presentation 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 presentation 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 company’s plans, objectives, expectations and intentions with
respect to future operations, products and services, the approvable status and anticipated final PMA
approval of Wright’s 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 presentation 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 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 resources; failure or delay in ultimately obtaining FDA approval of Wright’s
Augment Bone Graft for commercial sale in the United States, failure to achieve
the anticipated benefits from approval of Augment Bone Graft, and the risks identified under the
heading “Risk Factors” in Wright’s Annual Report on Form 10-K, filed with
the SEC on February 27, 2014, and Tornier’s Annual Report on Form 10-K, filed 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. Wright and Tornier caution investors not to
place considerable reliance on the forward-looking statements contained in this
presentation. You are encouraged to read Wright’s and Tornier’s filings with the ®
®
in this presentation speak only as of the date of this release, and Wright and Tornier undertake no
obligation to update or revise any of these statements. 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.
Cautionary Note Regarding Forward-Looking
Statements |
 Wright
and 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 company’s
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
presentation 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
Wright’s 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 company’s 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.
Note on Non-GAAP Financial Measures
3 |
 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. Important Additional Information and Where To Find It
4 |
 5 |
 Wright
Medical: A Company Transformation Singular Focus
Industry Leader
High Growth
Transformation
2012
2012
Multiple Lines
Unclear Strategy
Revenue Decline
2014
2014
Direct F&A
Sales Force
R&D
Acceleration
MedEd
Acceleration
International
Expansion
M&A
(5 Acquisitions)
OrthoRecon
Divestiture
6 |
 7
When approved, Augment will add breakthrough product to Wright’s
comprehensive suite of biologic technologies
WRIGHT
WRIGHT
Biologic
Biologic
Solutions
Solutions
Calcium Sulfate®
Technology
PRO-DENSE®
Technology
PRO-STIM®
Technology
DBM/CBM Technology
FUSIONFLEX®
Technology
GRAFTJACKET®
Matrix
Wedge Technology
IGNITE®
Technology
Breakthrough Biologic
Breakthrough Biologic
Unique Solution for
Unique Solution for
Ankle/Hindfoot Fusion
Ankle/Hindfoot Fusion
Platform for Future Growth
Platform for Future Growth
Opportunities
Opportunities
* Final approval subject to customary preapproval inspections
* Final approval subject to customary preapproval inspections
inal approval subject to customary preapproval inspections
On October 27, Wright Announced Receipt of FDA Approvable
Letter for Augment
®
Bone Graft
* |
 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
+
8 |
 Creates
the Premier High-Growth Extremities-Biologics Company with Comprehensive
Upper and Lower Extremity Product Portfolio and Broad Global Reach
10% of revenue
59% of revenue
*2013 revenue
UPPER EXTREMITIES
LOWER EXTREMITIES
62% of revenue
19% of revenue
EVOLVE®
Radial Head
INFINITY®
Total Ankle
System
Aequalis™
Ascend Flex
Convertible Shoulder
System
CannuLink™
Intraosseous
Fixation System
Comprehensive Upper and Lower Extremity Product Portfolio and Broad Global
Reach Accelerated
Growth
Opportunities
in
Three
of
the
Fastest
Growing
Areas
in
Orthopaedics
Significant Scale & Scope to Provide Accelerated Path to Profitability and
Stronger Financial Profile 9
Compelling Strategic Rationale |