Edgar Filing: WRIGHT MEDICAL GROUP INC

WRIGHT MEDICAL GROUP, INC.

/s/ Lance A. Berry

Date: January 29, 2015

Lance A. Berry

Senior Vice President and Chief Financial Officer

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 29, 2015

Wright Medical Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35823

13-4088127

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1023 Cherry Road

Memphis, Tennessee

38117

(Address of principal executive offices)

(Zip Code)

(901) 867-9971

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2015, Wright Medical Group, Inc. (“Wright”) announced internally the global executive leadership team that is expected to lead the combined company upon completion of the proposed combination of Wright and Tornier, N.V. (“Tornier”). The global executive leadership team is expected to consist of the following members of both Wright’s and Tornier’s respective current executive teams:


Name	Combined Company Position	Current Position
Robert J. Palmisano	President and Chief Executive Officer	Wright’s President and Chief Executive Officer

David H. Mowry	Executive Vice President and Chief Operating Officer	Tornier’s President and Chief Executive Officer

Lance A. Berry	Senior Vice President and Chief Financial Officer	Wright’s Senior Vice President and Chief Financial Officer

James Lightman	Senior Vice President, General Counsel and Secretary	Wright’s Senior Vice President, General Counsel and Secretary

Robert Burrows	Senior Vice President, Supply Chain	Wright’s Senior Vice President, Operations

Wes Porter	Senior Vice President and Chief Compliance Officer	Wright’s Senior Vice President and Chief Compliance Officer

Greg Morrison	Senior Vice President, Human Resources	Tornier’s Senior Vice President, Global Human Resources and HPMS (High Performance Management System)

Julie Tracy	Senior Vice President and Chief Communications Officer	Wright’s Senior Vice President and Chief Communications Officer

Jennifer Walker	Senior Vice President, Process Improvement	Wright’s Senior Vice President, Process Improvement

Terry Rich	President, Upper Extremities	Tornier’s Senior Vice President, U.S. Commercial Operations

Kevin Cordell	President, Lower Extremities and Biologics	Wright’s President, U.S. Extremities

Peter Cooke	President, International	Wright’s President, International

William Griffin	Senior Vice President and General Manager, BioMimetic	Wright’s Senior Vice President and General Manager, BioMimetic

These management changes are subject to the approval of the board of directors of the combined company and will become effective and are conditioned upon the closing of the proposed merger between Wright and Tornier. The closing of the merger remains subject to regulatory approval, approval by the Wright and Tornier shareholders and other customary closing conditions.

In connection with these management changes, it is anticipated that Pascal Girin, Wright’s Executive Vice President and Chief Operating Officer, and one of Wright’s named executive officers, and Jason Senner, Wright’s Senior Vice President and Chief Human Resources Officer will step down from their current positions at Wright effective and conditioned upon the closing of the proposed merger.

Important Additional Information and Where to Find It

The Form S-4 that Tornier has filed with the SEC is not final and has not yet been declared effective by the SEC. Wright and Tornier will mail to their respective shareholders the final joint proxy statement/prospectus. Investors are urged to read the joint proxy statement/prospectus when it becomes available, because it will contain important information. The Form S-4, definitive joint proxy statement/prospectus and other documents filed or to be 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 D. 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.

Participants in the Solicitation

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 is included in the Form S-4.

Cautionary Statement Regarding Forward-Looking Statements

This communication 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 communication may include but are not limited to, the global executive leadership team that is expected to lead the combined company upon completion of the proposed merger between Tornier and Wright and the departure of certain Wright executive officers after completion of the merger, and statements about the expected completion of the Merger. Forward-looking statements are 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 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; 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. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of the Form S-4 filed by Tornier on December 19, 2014.

We caution investors not to place considerable reliance on the forward-looking statements contained in this report. You are encouraged to read Wright’s and Tornier’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this communication speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.