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STRYKER CORP 8-K Report, Material Agreement (Sep 27, 2013)

Filed September 27, 2013For Securities:SYK

Summary

Stryker Corporation announced on September 25, 2013, that it has entered into a definitive agreement to acquire MAKO Surgical Corp. for approximately $1.65 billion. Under the terms of the merger agreement, MAKO Surgical Corp. will be acquired by Stryker's wholly-owned subsidiary, Lauderdale Merger Corporation, with MAKO Surgical Corp. surviving as a wholly-owned subsidiary of Stryker. Each share of MAKO common stock will be converted into $30.00 in cash, indicating a premium acquisition. The transaction is subject to customary closing conditions, including MAKO stockholder approval and regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The acquisition, once completed, is expected to bolster Stryker's presence in the surgical technology market.

Key Highlights

  • 1Stryker Corporation is acquiring MAKO Surgical Corp. for approximately $1.65 billion.
  • 2The acquisition will be an all-cash transaction, with MAKO shareholders receiving $30.00 per share.
  • 3MAKO Surgical Corp. will become a wholly-owned subsidiary of Stryker upon completion of the merger.
  • 4The merger is subject to approval by MAKO stockholders and regulatory clearance.
  • 5The closing date for the merger is anticipated by September 30, 2014.
  • 6MAKO Surgical Corp. has agreed not to solicit alternative acquisition proposals.
  • 7A termination fee of $61 million is stipulated under specific circumstances in the merger agreement.

Frequently Asked Questions

While this 8-K filing does not explicitly state the strategic rationale, the acquisition of MAKO Surgical Corp., a company known for its robotic surgical technologies, suggests Stryker aims to enhance its portfolio in the innovative surgical robotics and medical technology space.

The merger is contingent upon the affirmative vote of a majority of MAKO stockholders approving the transaction, obtaining regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and satisfying other customary closing conditions.

The filing states the total aggregate consideration is approximately $1.65 billion. The financial impact would depend on MAKO's current and future revenue streams, profitability, and how Stryker integrates MAKO's operations and technologies into its existing business.

Yes, the merger agreement includes a provision for MAKO Surgical Corp. to pay Stryker a cash termination fee of $61 million if the agreement is terminated under specified circumstances.