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| WMGI > SEC Filings for WMGI > Form 8-K on 1-Mar-2013 | All Recent SEC Filings |
1-Mar-2013
Entry into a Material Definitive Agreement, Completion of Acquisition or
In connection with our acquisition of BioMimetic Therapeutics, Inc. ("BioMimetic") pursuant to the mergers described in Item 2.01 below, on March 1, 2013, we entered into a Contingent Value Rights Agreement with American Stock Transfer & Trust Company, as trustee. The Contingent Value Rights, or CVRs, are described more fully under the caption "Description of the CVRs" in our Registration Statement on Form S-4 (Registration No. 333-185601), filed on December 21, 2012 pursuant to the Securities Act of 1933, as amended (the "Registration Statement"), which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.
References to, and descriptions of, the Contingent Value Rights Agreement as set forth herein are not intended to be complete and are qualified in their entirety by the full text of the agreement which is attached to this report as Exhibit 10.1, and is incorporated herein by reference.
On March 1, 2013, we completed the mergers contemplated by the Agreement and Plan of Merger, dated as of November 19, 2012, by and among BioMimetic, us, and our direct wholly-owned subsidiaries, Achilles Merger Subsidiary, Inc. ("Merger Sub"), and Achilles Acquisition Subsidiary, LLC ("Sister Subsidiary" and together with Merger Sub, the "Merger Subsidiaries"). Pursuant to the Agreement and Plan of Merger, Merger Sub merged with and into BioMimetic followed by BioMimetic merging with and into Sister Subsidiary, with Sister Subsidiary continuing as the final surviving entity and changing its name to BioMimetic Therapeutics, LLC. As a result of these transactions, BioMimetic Therapeutics, LLC became our wholly-owned subsidiary.
At the effective time of the merger of Merger Sub with and into BioMimetic (the
"Effective Time"), each share of BioMimetic's common stock issued and
outstanding immediately prior to the Effective Time (other than shares owned by
us, BioMimetic or our respective subsidiaries, or shares as to which dissenters'
rights had been properly exercised) was converted into the right to receive
(i) $1.50 in cash, without interest, (ii) 0.2482 of a validly issued, fully paid
and non-assessable share of our common stock, $0.01 par value per share and
(iii) one CVR issued by us subject to and in accordance with the CVR Agreement.
At the Effective Time, all outstanding stock options of BioMimetic that were not exercised by the holders thereof prior to the Effective Time were assumed by us and converted into an option to acquire a certain number of shares of our common stock for a new exercise price, in each case, on the terms and conditions specified in the Agreement and Plan of Merger.
A total of approximately $42.5 million in cash will be paid, and approximately 7.0 million shares of our common stock and 28.1 million CVRs will be issued, as consideration for the merger.
The mergers are described more fully in the Registration Statement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 2.01 by reference.
As of March 1, 2013, a total of approximately 28.1 million CVRs will be issued. The information set forth in Item 1.01 above is incorporated in this Item 2.03 by reference.
On March 1, 2013, we issued a press release announcing the completion of the transactions contemplated in the Agreement and Plan of Merger described above. A copy of the press release is filed herewith as Exhibit 99.2 to this Form 8-K and is incorporated in this Item 8.01 by reference.
(a) Financial Statements of Business Acquired.
The financial statements of BioMimetic required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.
(d) Exhibits
10.1 Contingent Value Rights Agreement, dated as of March 1, 2013, by and
between Wright Medical Group, Inc. and American Stock Transfer & Trust
Company, LLC, as trustee.
99.1 Registration Statement on Form S-4 of Wright Medical Group, Inc.
(Registration No. 333-185601), filed on December 21, 2012, as amended on
January 23, 2013 (incorporated herein by reference).
99.2 Press Release Issued by Wright Medical Group, Inc. on March 1, 2013.
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