Wright Medical Group N.V....Wright Medical Group N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of the Netherlands registered with the

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)of the Securities Exchange Act of 1934

(Rule 14d-100)

Wright Medical Group N.V.(Name of Subject Company (Issuer))

Stryker B.V.(Offeror)

a direct, wholly owned subsidiary of

Stryker Delaware, Inc.(Parent of Offeror)

a direct, wholly owned subsidiary of

Stryker Corporation(Ultimate Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer, or other person))

Ordinary shares, par value €0.03 per share

(Title of Class of Securities)N96617118

(CUSIP Number of Class of Securities)Robert S. Fletcher

Vice President, Chief Legal OfficerStryker Corporation

2825 Airview BoulevardKalamazoo, Michigan 49002

+1 (269) 385-2600(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Richard C. Witzel, Jr.Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker DriveChicago, Illinois 60606

+1 (312) 407-0700

CALCULATION OF FILING FEE

Transaction Valuation* Amount of Filing Fee**$4,078,890,781.96 $529,440.02

* Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 128,533,733 ordinary shares, par value€0.03 per share, of Wright Medical Group N.V. multiplied by the offer consideration of $30.75 per share, (ii) the net offer consideration for 8,963,533 outstanding stock options withan exercise price less than $30.75 per share (which is calculated by multiplying the number of shares underlying such outstanding stock options by an amount equal to $30.75 minusthe weighted average exercise price for such stock options of $23.63 per share), (iii) 1,250,367 shares subject to issuance pursuant to restricted stock units, multiplied by the offerconsideration of $30.75 per share and (iv) 787,296 shares subject to issuance pursuant to performance share units, multiplied by the offer consideration of $30.75 per share. Theforegoing share figures have been provided by the issuer to the offeror and are as of December 11, 2019, the most recent practicable date.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issuedAugust 23, 2019, by multiplying the transaction value by 0.0001298.

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filingby registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid: N/A Filing Party: N/AForm or Registration No.: N/A Date Filed: N/A

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by Stryker B.V., a private company with limited liability(besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Purchaser”) and an indirect, wholly ownedsubsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), for all outstanding ordinary shares, par value €0.03 per share (the “Shares”), ofWright Medical Group N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands registered withthe trade register in the Netherlands under file number 34250781 (“Wright”) at a price of $30.75 per Share, without interest and less applicablewithholding taxes, to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer to purchase datedDecember 13, 2019 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter ofTransmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any other related materials, as each may be amended orsupplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 andItem 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Wright Medical Group N.V.Prins Bernhardplein 2001097 JB AmsterdamThe Netherlands+31 20 521 4777

(b) Securities. This Schedule TO relates to the Offer by Purchaser to purchase all outstanding Shares. The information set forth on the cover pageand in the section of the Offer to Purchase entitled “Introduction” and “Price Range of Shares; Dividends” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the section of the Offer to Purchase entitled “Price Range of Shares; Dividends” isincorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the

sections of the Offer to Purchase entitled “Summary Term Sheet” and “Certain Information Concerning Stryker and Purchaser” and inSchedule I of the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a) Transactions. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Background of theOffer; Past Contacts or Negotiations with Wright” is incorporated herein by reference.

1

(b) Significant Corporate Events. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Background

of the Offer; Past Contacts or Negotiations with Wright,” “The Purchase Agreement; Other Agreements,” and “Purpose of the Offer; Plans forWright” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the section of the Offer to Purchase entitled “Purpose of the Offer; Plans for Wright,” is incorporatedherein by reference.

(c)(1)-(7)Plans. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Source and Amount of Funds,”

“Background of the Offer; Past Contacts or Negotiations with Wright,” “The Purchase Agreement; Other Agreements,” “Purpose of theOffer; Plans for Wright,” “Certain Effects of the Offer,” and “Dividends and Distributions” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Source and Amountof Funds” is incorporated herein by reference.

(b) Conditions. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Source and Amount of

Funds,” “Background of the Offer; Past Contacts or Negotiations with Wright,” “The Purchase Agreement; Other Agreements,” and “CertainConditions of the Offer” is incorporated herein by reference.

(d) Borrowed Funds. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Source and Amountof Funds” is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Stryker andPurchaser” and “Purpose of the Offer; Plans for Wright” and in Schedule I to the Offer to Purchase is incorporated herein by reference.

(b) Securities Transactions. None.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,”

“Procedures for Accepting the Offer and Tendering Shares,” “Background of the Offer; Past Contacts or Negotiations with Wright,” and “Feesand Expenses” is incorporated herein by reference.

Item 10. Financial Statements.

(a) Financial Information. Not Applicable.

(b) Pro Forma Information. Not Applicable.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the sections of the Offer to Purchase entitled“Summary Term Sheet,” “Background of the Offer; Past Contacts or Negotiations with Wright,” “The Purchase Agreement; OtherAgreements,” “Purpose of the Offer; Plans for Wright,” “Certain Effects of the Offer,” “Certain Conditions of the Offer” and “Certain LegalMatters; Regulatory Approvals” is incorporated herein by reference.

2

(c) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein byreference.

Item 12. Exhibits. Exhibit No. Description

(a)(1)(A) Offer to Purchase, dated December 13, 2019 *

(a)(1)(B) Form of Letter of Transmittal *

(a)(1)(C) Form of Notice of Guaranteed Delivery *

(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees *

(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees *

(a)(5)(A)

Press Release, dated November 4, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Stryker Corporationwith the United States Securities and Exchange Commission on November 4, 2019)

(a)(5)(B)

Investor Presentation, dated November 4, 2019 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by StrykerCorporation with the United States Securities and Exchange Commission on November 4, 2019)

(a)(5)(C)

Conference call transcript, dated November 4, 2019 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by StrykerCorporation with the United States Securities and Exchange Commission on November 4, 2019)

(a)(5)(D)

Social media post, dated November 4, 2019 (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by StrykerCorporation with the United States Securities and Exchange Commission on November 4, 2019)

(a)(5)(E)

Presentation to Wright Employees, dated November 6, 2019 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed byStryker Corporation with the United States Securities and Exchange Commission on November 6, 2019)

(a)(5)(F)

Transcript of presentation by Wright and Stryker management to Wright employees held on November 6, 2019 (incorporated byreference to Exhibit 99.1 to the Schedule TO-C filed by Stryker Corporation with the United States Securities and ExchangeCommission on November 18, 2019)

(d)(1)

Purchase Agreement, dated as of November 4, 2019, by and among Stryker Corporation, Stryker, B.V. and Wright Medical GroupN.V. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Stryker Corporation with the United StatesSecurities and Exchange Commission on November 6, 2019)

(d)(2) Confidentiality Agreement, dated September 22, 2019, by and between Stryker Corporation and Wright Medical Group N.V. *

* Filed herewith.

Item 13. Information Required by Schedule 13e-3.

Not applicable.

3

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,complete and correct.

Dated: December 13, 2019

Stryker B.V.

By: /s/ Spencer Stiles Name: Spencer Stiles Title: Managing Director

By: /s/ Stuart Silk Name: Stuart Silk Title: Managing Director

Stryker Delaware, Inc.

By: /s/ Spencer Stiles Name: Spencer Stiles Title: President

Stryker Corporation

By: /s/ Timothy J. Scannell Name: Timothy J. Scannell Title: President and Chief Operating Officer

4

Table of Contents

Exhibit (a)(1)(A)

OFFER TO PURCHASE FOR CASHAll Outstanding Ordinary Shares of

WRIGHT MEDICAL GROUP N.V.at

$30.75 per shareby

STRYKER B.V.an indirect, wholly owned subsidiary of

STRYKER CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 A.M., EASTERN TIME, ON FEBRUARY 27, 2020, UNLESS THEOFFER IS EXTENDED OR EARLIER TERMINATED.

Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands(“Purchaser”) and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), is offering to purchase all of theoutstanding ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liability company (naamlozevennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”), at apurchase price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash (such amount or anyhigher amount per Share paid pursuant to the Offer (as defined below), the “Offer Consideration”), on the terms and subject to the conditions set forth inthis Offer to Purchase (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with this Offer toPurchase, as each may be amended or supplemented from time to time, the “Offer”).

The Offer is being made pursuant to a Purchase Agreement, dated as of November 4, 2019 (as it may be amended from time to time, the “PurchaseAgreement”), by and among Stryker, Purchaser and Wright. Unless the Offer is earlier terminated, the Offer will expire at 9:00 a.m., Eastern Time, onFebruary 27, 2020 (the “Expiration Time,” unless the Offer is extended in accordance with the Purchase Agreement, in which event “Expiration Time” willmean the latest time and date at which the Offer, as so extended by Purchaser, will expire).

Purchaser may extend the Offer to such other date and time as may be agreed in writing by Wright and Stryker, and will extend the Offer for the minimumperiod required by applicable law, rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or therules of the Nasdaq Global Select Market (“Nasdaq”). Purchaser will also extend the Offer on one or more occasions in consecutive periods of up to ten(10) business days each if, at the then-scheduled Expiration Time, any condition to the Offer has not been satisfied or waived, in order to permit satisfactionof such condition, or for periods of up to twenty (20) business days in case of the Regulatory Clearance Condition (as defined below) if such condition is notreasonably likely to be satisfied within such ten (10) business-day extension period. Purchaser may, but will not be required to, extend the Offer (a) on morethan two (2) occasions in consecutive periods of ten (10) business days each, if the only remaining unsatisfied condition to the Offer is the MinimumCondition (as defined below) and (b) to the business day immediately following the date that is one (1) month after the date of the EGM (as defined below)or subsequent EGM at which the Merger Resolutions (as defined below) are approved. Purchaser is not required to, and cannot without the consent ofWright, extend the Offer beyond November 4, 2020 (subject

Table of Contents

to automatic extension to February 4, 2021 if, at such earlier date, all conditions to the closing of the Offer have been satisfied or waived, other than theRegulatory Clearance Condition (as defined below) and the Minimum Condition (as defined below)).

The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, Purchaser will (and Stryker will causePurchaser to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two (2) business days thereafter), accept forpayment (the time of acceptance for payment, the “Acceptance Time”) and (b) at or as promptly as practicable following the Acceptance Time (but in anyevent within two (2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) thereafter), pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (such time ofpayment, the “Offer Closing”). It is expected that following the Offer Closing, the listing of the Shares on the Nasdaq will be terminated, Wright will nolonger be a publicly traded company and the Shares will be deregistered under the Exchange Act, resulting in the cessation of Wright’s reporting obligationswith respect to the Shares with the SEC.

After consideration, the board of directors (bestuur) of Wright (the “Wright Board”) has unanimously, among other things, (a) determined that theterms of the Purchase Agreement, the Offer, certain of the Post-Offer Reorganization transactions (including the Asset Sale, the Liquidation andSecond Step Distribution and the Mergers (each as defined below)) and the other transactions contemplated by the Purchase Agreement are in thebest interests of Wright, its businesses and its shareholders, employees and other relevant stakeholders, (b) approved and adopted the PurchaseAgreement and (c) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement, to recommend that Wright’sshareholders tender their Shares into the Offer and approve and adopt the matters to be proposed for consideration and approval by Wright’sshareholders at an extraordinary general meeting of Wright shareholders to be held prior to the Expiration Time in accordance with the terms ofthe Purchase Agreement (the “EGM”).

The Wright Board unanimously recommends that Wright shareholders accept the Offer and tender their Shares in the Offer.

At the EGM, Wright shareholders will be requested to vote on (a) (i) approval of the sale, transfer and assumption of the business of Wright, includingsubstantially all of the assets and liabilities of Wright, to or by Purchaser (or an affiliate of Purchaser) (the “Asset Sale”) subject to the Acceptance Timehaving occurred and the Reorganization Threshold (as defined below) having been achieved and (ii) subject to Asset Sale having been completed, theAcceptance Time having occurred and the Reorganization Threshold (as defined below) having been achieved, (1) dissolve (ontbinden) Wright inaccordance with Section 2:19 of the Dutch Civil Code (the “DCC”) and (2) appoint as liquidator (the “Liquidator”) a foundation (stichting) to beincorporated under Dutch law and approve reimbursement of the Liquidator’s reasonable salary and costs (provided that such reimbursement will be subjectto the approval of certain members of the Wright Board who are independent from Purchaser and Stryker not to be unreasonably withheld, conditioned ordelayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Wright in accordance with Section 2:24 of the DCC(collectively, the “Asset Sale Resolutions”), (b) approval of the Mergers (as defined below), subject to the Acceptance Time having occurred and theReorganization Threshold having been achieved, and certain amendments to Wright’s articles of association to determine the compensation to be paid toWright shareholders who vote against approval of the Mergers and who request compensation in connection with the First-Step Merger (as defined below)in accordance with Section 2:333h of the DCC (collectively, the “Merger Resolutions”), (c) approval of the statutory spin-off (afsplitsing) of certain assetsand liabilities of Wright to a wholly owned subsidiary of Wright (the “Demerger Resolutions”), subject to the Offer Closing, or earlier if so agreed byWright, Stryker and Purchaser, (d) certain amendments to Wright’s articles of association to become effective after the Offer Closing, including, if electedby Purchaser, the conversion of Wright from a public limited liability company (naamloze vennootschap or N.V.) to a private limited liability company(besloten vennootschap met beperkte aansprakelijkheid or B.V.) under Dutch law, certain other amendments to become effective after the delisting of theShares on the Nasdaq and an amendment to align Wright’s financial year with that reckoned by Purchaser, (e) the appointment of directors designated byPurchaser to the Wright Board to replace certain current directors of Wright who will resign from the Wright Board effective as of the Offer Closing(together

Table of Contents

with clause (d) the “Governance Resolutions”), (f) the full and final discharge to each member of the Wright Board for their acts of management orsupervision, as applicable, up to the date of the EGM and effective upon the Acceptance Time and (g) other matters contemplated by the PurchaseAgreement.

Following the Acceptance Time, except as described below, Purchaser will (and Stryker will cause Purchaser to) provide for a subsequent offering period ofat least ten (10) business days in accordance with Rule 14d-11 promulgated under the Exchange Act and in accordance with the Purchase Agreement (the“Subsequent Offering Period”). In the event that prior to the expiration of any such Subsequent Offering Period, Purchaser or Stryker has publiclyannounced its intention to, subject to the terms of the Purchase Agreement, effectuate the Asset Sale, Purchaser will (and Stryker will cause Purchaser to)extend the Subsequent Offering Period for at least five (5) business days to permit any remaining minority shareholders to tender their Shares in exchangefor the Offer Consideration (such extension, the “Minority Exit Offering Period”). In the event that promptly following the Expiration Time, Purchaser orStryker has publicly announced its intention to, subject to the terms of the Purchase Agreement, effectuate the Mergers (as defined below), Purchaser willnot be required to provide either a Subsequent Offering Period or Minority Exit Offering Period, but may do so if Purchaser chooses. Under nocircumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, any SubsequentOffering Period (as it may be extended by the Minority Exit Offering Period) or any delay in making payment for Shares.

Following the later of the Offer Closing and the closing of any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period),Stryker or Purchaser may, but is not required to, effectuate or cause to be effectuated a corporate reorganization of or involving Wright and its subsidiaries(the “Post-Offer Reorganization”). The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch and other applicable law aimedat strengthening Stryker’s direct or indirect control over Wright or its assets and business operations. More specifically, the Asset Sale and Liquidation (asdefined below), the Mergers (as defined below) and the Compulsory Acquisition (as defined below) would ensure that Purchaser or one of its affiliatesbecomes the owner of all or substantially all of Wright’s business operations from and after the consummation of such Post-Offer Reorganization. In theevent the Asset Sale and Liquidation (as defined below), the Mergers (as defined below) or the Compulsory Acquisition (as defined below) areconsummated, Wright will either be liquidated, disappear or become wholly owned by Purchaser.

In the event that the Asset Sale and Liquidation (as defined below) is implemented, which is subject to (a) the approval of the Asset Sale Resolutions byWright shareholders at the EGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and the number of Shares validly tenderedpursuant to the Offer and not properly withdrawn (including Shares tendered during the Subsequent Offering Period, as it may be extended by the MinorityExit Offering Period), together with the Shares owned by Stryker or its wholly owned subsidiaries, representing at least eighty percent (80%) of Wright’sissued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Reorganization Threshold”), any Wright shareholders who did not tender their Sharespursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will receive for eachShare held immediately prior to completion of the Asset Sale cash in an amount equal to the Offer Consideration, without interest and less applicablewithholding taxes. Upon consummation of the Asset Sale: (a) Wright will hold only the cash received in the Asset Sale and certain other immaterial assetsand liabilities; (b) Purchaser (or an affiliate of Purchaser) will (i) own all of Wright’s business operations and (ii) be the principal shareholder in Wright; and(c) the non-tendering Wright shareholders will continue to own Shares representing, in the aggregate, a minority of the Shares then outstanding. As soon aspracticable following consummation of the Asset Sale, the Liquidator would then complete the liquidation and dissolution of Wright (the “Liquidation”) inaccordance with applicable Dutch procedures, with Purchaser (or an affiliate of Purchaser) providing certain funds and indemnities to enable the Liquidatorto make an immediate advance liquidation distribution (the “Second Step Distribution”) to a settlement agent on behalf of each non-tendering Wrightshareholder of an amount in cash for each Share held immediately prior to the completion of the Asset Sale equal to the Offer Consideration, withoutinterest and less applicable withholding taxes, for each Share then owned by such non-tendering Wright shareholder. No compensation will be paid tonon-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the Second Step Distribution to their bankaccount or otherwise.

Table of Contents

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or anysubsequent EGM) and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser willcomplete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary ofWright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and intoa Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving themerger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge withand into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will nolonger have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to thecompletion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less applicablewithholding taxes. Stryker and Purchaser have no current intention to require the deduction and withholding of any amounts under any tax law, but such taxdeduction and withholding will take place to the extent required under applicable tax law. Upon completion of the Mergers, Wright will be an indirect,wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks inrelation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

In the event that a compulsory acquisition procedure (uitkoopprocedure) of non-tendered Shares as provided by Dutch law (the “Compulsory Acquisition”)is permissible under applicable law and implemented, then Shares held by non-tendering Wright shareholders will be acquired in accordance withSection 2:92a or Section 2:201a of the DCC. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals(Gerechtshof Amsterdam) (the “Dutch Court”) will determine the price to be paid for the non-tendered Shares. The Dutch Court has sole discretion todetermine such price, and the Dutch Court will select a reference date on which to value the Shares for purposes of determining such price (the “ReferenceDate”). If the Compulsory Acquisition is commenced shortly following the Offer Closing and at the Offer Closing the Purchaser and its affiliates holdninety-five percent (95%) of Wright’s issued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Compulsory Acquisition Threshold”), it isexpected that the Reference Date will be the date of the Offer Closing and that the per Share price paid in the Compulsory Acquisition will be equal to theOffer Consideration. If Purchaser has not achieved the Compulsory Acquisition Threshold at the time of the Offer Closing but does so shortly afterwardsand then commences the Compulsory Acquisition, the Dutch Court will generally use as a Reference Date the earlier of (i) the date on which Purchaserdemonstrates it has achieved the Compulsory Acquisition Threshold and (ii) the date on which the Dutch Court renders an interim judgment preliminarilyallowing the claim for the Compulsory Acquisition. The Share price determined by the Dutch Court may be greater than, equal to or less than the OfferConsideration. Such price will be increased by statutory interest (“Dutch Statutory Interest”) accrued at the rate applicable in the Netherlands (currently twopercent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interest would be the date Purchaserpays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a payment made to the relevant governmentalauthority in the Netherlands). Upon execution (tenuitvoerlegging) of the Dutch Court’s ruling in the Compulsory Acquisition, each non-tendering Wrightshareholder will receive the per Share price determined by the Dutch Court and Purchaser will become the sole shareholder of Wright. If payment byPurchaser is made to the relevant governmental authority in the Netherlands, rather than directly to non-tendering Wright shareholders, such shareholdersmay only seek their consideration directly from such governmental authority in the Netherlands. Upon completion of the Compulsory Acquisition, Wrightwill be an indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costscharged by banks in relation to the transfer of the cash proceeds of the Compulsory Acquisition to their bank account or otherwise.

The applicable withholding taxes and other taxes, if any, imposed on non-tendering Wright shareholders in respect of any Post-OfferReorganization may be different from, and greater than, the taxes imposed upon such Wright shareholders had they tendered their Sharespursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period).

Table of Contents

It is possible that Purchaser may not be able to, or may elect not to, implement any proposed Post-Offer Reorganization after the consummation of theOffer, or that such Post-Offer Reorganization may be delayed or unable to be completed. Any Post-Offer Reorganization could be the subject of litigation,and a court could delay the Post-Offer Reorganization or prohibit it from occurring on the terms described in this Offer to Purchase, or from occurring at all.Moreover, even if Purchaser is able to effect any proposed Post-Offer Reorganization, the consideration that Wright shareholders receive therefrom may bedifferent than the consideration that they would have received had they tendered their Shares in the Offer (and they may also be subject to additional taxes).

The Offer is conditioned upon, among other things, (a) the Purchase Agreement not having been terminated pursuant to its terms and (b) the satisfaction orwaiver (to the extent permitted by the Purchase Agreement and applicable law) of the following as of the scheduled Expiration Time: (i) the MinimumCondition; (ii) the Regulatory Clearance Condition; (iii) the Legal Restraints Condition; (iv) the Governance Resolutions Condition; and (v) the MaterialAdverse Effect Condition, each as defined below.

The “Minimum Condition” requires that there have been validly tendered pursuant to the Offer, and not properly withdrawn, a number of Shares (excludingShares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to theExpiration Time) that, together with the Shares then owned by Stryker or its wholly owned subsidiaries, represents at least ninety-five percent (95%) ofWright’s issued and outstanding share capital (geplaatst en uitstaand kapitaal) immediately prior to the Expiration Time, provided that, Purchaser may, inits sole discretion, reduce the required threshold to a percentage not less than eighty percent (80%), provided, further, that if, prior to the Expiration Time,the Asset Sale Resolutions, the Merger Resolutions and the Demerger Resolutions are adopted at the EGM or any subsequent EGM, the required thresholdwill be reduced to eighty percent (80%).

The “Regulatory Clearance Condition” requires the expiration or termination of any applicable waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and certain other applicable regulatory or antitrust laws, and the receipt ofany relevant approvals, consents or waivers obtained pursuant to such laws, which, in each case, do not impose a condition or require a remedy that Strykeris not required to accept or agree to under the terms of the Purchase Agreement.

The “Legal Restraints Condition” requires that there is no law, regulation, judgment, injunction, order, decree or ruling (whether temporary, preliminary orpermanent) entered, enacted, promulgated, enforced or issued by any court or other governmental body of competent jurisdiction in effect that prohibits,renders illegal or enjoins, the consummation of the Offer, the Asset Sale, the Compulsory Acquisition, the Liquidation, the Second Step Distribution, theMergers or the other transactions contemplated by the Purchase Agreement or that imposes a condition or requires a remedy that Stryker is not required toaccept or agree to under the terms of the Purchase Agreement.

The “Governance Resolutions Condition” requires that, at the EGM or a subsequent EGM, Wright shareholders have adopted the Governance Resolutions.

The “Material Adverse Effect Condition” requires that no change, effect, event, inaccuracy, occurrence or other matter has occurred following the date ofthe Purchase Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a Wright Material Adverse Effect (asdefined in the Purchase Agreement).

The Offer is not subject to a financing condition but is subject to other conditions as described in this Offer to Purchase. See Section 15—“CertainConditions of the Offer.”

A summary of the principal terms of the Offer appears under the heading “Summary Term Sheet.” You should read this entire Offer to Purchase carefullybefore deciding whether to tender your Shares pursuant to the Offer.

December 13, 2019

Table of Contents

IMPORTANT

If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you must, prior to the Expiration Time, (a) complete and sign theLetter of Transmittal that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letterof Transmittal and all other required documents to American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Offer (the“Depositary”), (b) follow the procedure for book-entry transfer described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” or(c) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in thename of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares to Purchaserpursuant to the Offer. If you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer, or you cannot deliverall required documents to the Depositary prior to the Expiration Time, you may tender your Shares to Purchaser pursuant to the Offer by following theprocedures for guaranteed delivery described in Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance should be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), atits address and telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the relatedLetter of Transmittal and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer toPurchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and any other material related to the Offer may be obtained at the websitemaintained by the SEC at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer. Proxies will besolicited by Wright from its shareholders in connection with the EGM, and you should consult and read carefully any proxy statement or other materialsprovided to you by Wright in connection with the EGM.

This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entiretybefore making a decision with respect to the Offer.

The Offer has not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securitiescommission passed upon the fairness or merits of, or upon the accuracy or adequacy of, the information contained in this Offer to Purchase. Anyrepresentation to the contrary is unlawful.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floorNew York, New York 10022

Shareholders may call toll free: (888) 750-5834Banks and Brokers may call collect: (212) 750-5833

Table of Contents

TABLE OF CONTENTS SUMMARY TERM SHEET i

INTRODUCTION 1

THE TENDER OFFER 7

1. Terms of the Offer 7 2. Acceptance for Payment and Payment for Shares 9 3. Procedures for Accepting the Offer and Tendering Shares 11 4. Withdrawal Rights 14 5. Certain Material Tax Consequences 14 5A. U.S. Federal Income Tax Consequences 14 5B. Certain Dutch Tax Consequences 16 6. Price Range of Shares; Dividends 20 7. Certain Information Concerning Wright 20 8. Certain Information Concerning Stryker and Purchaser 21 9. Source and Amount of Funds 22 10. Background of the Offer; Past Contacts or Negotiations with Wright 24 11. The Purchase Agreement; Other Agreements 26 12. Purpose of the Offer; Plans for Wright 45 13. Certain Effects of the Offer 50 14. Dividends and Distributions 51 15. Certain Conditions of the Offer 51 16. Certain Legal Matters; Regulatory Approvals 53 17. Appraisal Rights 55 18. Fees and Expenses 55 19. Miscellaneous 55

Table of Contents

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description andinformation contained in this Offer to Purchase (the “Offer to Purchase”), the related Letter of Transmittal (the “Letter of Transmittal”) and other relatedmaterials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety, which, as each maybe amended or supplemented from time to time, we collectively refer to as the “Offer.” Purchaser (as defined below) has included cross-references in thissummary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. Theinformation concerning Wright Medical Group N.V., a public limited liability company (naamloze vennootschap) organized under the laws of theNetherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”), contained herein and elsewhere in the Offer toPurchase has been provided to Purchaser (as defined below) by Wright or has been taken from or is based upon publicly available documents or records ofWright on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer and Purchaser hasnot independently verified the accuracy and completeness of such information. Securities Sought All outstanding ordinary shares, par value €0.03 per share, of Wright (the “Shares”). Price Offered Per Share $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof

and payable in cash (such amount or any higher amount per Share paid pursuant to the Offer, the“Offer Consideration”).

Scheduled Expiration of Offer 9:00 a.m., Eastern Time, on February 27, 2020 (the “Expiration Time” unless the Offer is

extended, in which event “Expiration Time” will mean the latest time and date at which theOffer, as so extended by Purchaser pursuant to and in accordance with the Purchase Agreement,will expire). See Section 1—“Terms of the Offer.”

Purchaser Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte

aansprakelijkheid) organized under the laws of the Netherlands (“Purchaser”), and an indirect,wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”).

Who is offering to buy my Shares?

Purchaser, an indirect, wholly owned subsidiary of Stryker, is offering to purchase for cash all outstanding Shares. Purchaser is a private company withlimited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, and Stryker is a Michigancorporation.

See the “Introduction” and Section 8—“Certain Information Concerning Stryker and Purchaser.”

Unless the context indicates otherwise, in this Offer to Purchase we use the terms “Purchaser,” “us,” “we” and “our” to refer to Stryker B.V. We use theterm “Stryker” to refer to Stryker Corporation and the term “Wright” to refer to Wright Medical Group N.V. For the avoidance of doubt, any referenceherein to “non-tendering shareholders” does not include Stryker, Purchaser or any of their respective wholly owned subsidiaries.

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all outstanding Shares at a purchase price of $30.75 per Share, without interest and less applicable withholding taxes, to theholders thereof, in cash, on the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal.

i

Table of Contents

See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

Is there an agreement governing the Offer?

Yes. Stryker, Purchaser and Wright entered into a Purchase Agreement, dated as of November 4, 2019 (as it may be amended from time to time, the“Purchase Agreement”). The Purchase Agreement provides, among other things, for the terms and conditions of the Offer, and certain potential post-Offercorporate reorganizations of or involving Wright and its subsidiaries (each post-Offer corporate reorganization of or involving Wright and its subsidiaries a“Post-Offer Reorganization”).

See Section 11—“The Purchase Agreement; Other Agreements,” Section 12—“Purpose of the Offer; Plans for Wright” and Section 15—“CertainConditions of the Offer.”

Why are you making the Offer?

We are making the Offer because we want to acquire the entire equity interest in Wright so that we will own and control all of Wright’s current businesses.If the Offer is consummated, we intend to cause Wright to terminate the listing of the Shares on the Nasdaq Global Select Market (“Nasdaq”). As a result,Wright and its Shares would cease to be publicly traded. In addition, after the consummation of the Offer we intend to cause the termination of theregistration of Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable, and expect to take steps tocause the suspension of all of Wright’s reporting obligations with the SEC.

See Section 12—“Purpose of the Offer; Plans for Wright.”

How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash, on the terms andsubject to the conditions set forth in the Purchase Agreement in this Offer to Purchase and the Letter of Transmittal. If you are the record owner of yourShares and you tender your Shares directly to American Stock Transfer & Trust Company, LLC (the “Depositary”), you will not have to pay brokeragefees, commissions, or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee and yourbroker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company,or nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company, or nominee to determine whetherany charges will apply.

See the “Introduction,” Section 1—“Terms of the Offer” and Section 2—“Acceptance for Payment and Payment for Shares.”

What does the Board of Directors of Wright think of the Offer?

After consideration, the board of directors (bestuur) of Wright (the “Wright Board”) has unanimously, among other things, (a) determined that theterms of the Purchase Agreement, the Offer, certain of the Post-Offer Reorganization transactions (including the Asset Sale, the Liquidation andSecond Step Distribution and the Mergers (each as defined below)) and the other transactions contemplated by the Purchase Agreement are in thebest interests of Wright, its businesses and its shareholders, employees and other relevant stakeholders, (b) approved and adopted the PurchaseAgreement and (c) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement, to recommend that Wright’sshareholders tender their Shares into the Offer and approve and adopt the matters to be proposed for consideration and approval by Wright’sshareholders at an extraordinary general meeting of Wright

ii

Table of Contents

shareholders to be held prior to the Expiration Time in accordance with the terms of the Purchase Agreement (the “EGM”).


At the EGM, Wright shareholders will be requested to vote on (a) (i) approval of the sale, transfer and assumption of the business of Wright, includingsubstantially all of the assets and liabilities of Wright, to or by Purchaser (or an affiliate of Purchaser) (the “Asset Sale”) subject to the Acceptance Timehaving occurred and the Reorganization Threshold (as defined below) having been achieved and (ii) subject to Asset Sale having been completed, theAcceptance Time having occurred and the Reorganization Threshold (as defined below) having been achieved, (1) dissolve (ontbinden) Wright inaccordance with Section 2:19 of the Dutch Civil Code (the “DCC”) and (2) appoint as liquidator (the “Liquidator”) a foundation (stichting) to beincorporated under Dutch law and approve reimbursement of the Liquidator’s reasonable salary and costs (provided that such reimbursement will be subjectto the approval of certain members of the Wright Board who are independent from Purchaser and Stryker not to be unreasonably withheld, conditioned ordelayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Wright in accordance with Section 2:24 of the DCC(collectively, the “Asset Sale Resolutions”), (b) approval of the Mergers (as defined below), subject to the Acceptance Time having occurred and theReorganization Threshold having been achieved, and certain amendments to Wright’s articles of association to determine the compensation to be paid toWright shareholders who vote against approval of the Mergers and who request compensation in connection with the First-Step Merger (as defined below)in accordance with Section 2:333h of the DCC (collectively, the “Merger Resolutions”), (c) approval of the statutory spin-off (afsplitsing) of certain assetsand liabilities of Wright to a wholly owned subsidiary of Wright (the “Demerger Resolutions”), subject to the Offer Closing, or earlier if so agreed byWright, Stryker and Purchaser, (d) certain amendments to Wright’s articles of association to become effective after the Offer Closing, including theconversion of Wright from a public limited liability company (naamloze vennootschap or N.V.) to a private limited liability company (beslotenvennootschap met beperkte aansprakelijkheid or B.V.) under Dutch law, certain other amendments to become effective after the delisting of the Shares onthe Nasdaq and an amendment to align Wright’s financial year with that reckoned by Purchaser, (e) the appointment of directors designated by Purchaser tothe Wright Board to replace certain current directors of Wright who will resign from the Wright Board effective as of the Offer Closing (together withclause (d) the “Governance Resolutions”), (f) the full and final discharge to each member of the Wright Board for their acts of management or supervision,as applicable, up to the date of the EGM and effective upon the Acceptance Time and (g) other matters contemplated by the Purchase Agreement.

A more complete description of the reasons that the Wright Board approved the Offer and recommended that Wright shareholders accept the Offer andtender their Shares pursuant to the Offer is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 of Wright that Wright is furnishingto shareholders in connection with the Offer (the “Schedule 14D-9”).

Will you have the financial resources to make payment?

Yes. We estimate that the total amount of funds required to purchase all outstanding Shares in the Offer and to consummate the other transactionscontemplated by the Purchase Agreement, to pay related transaction fees and expenses and to pay or refinance certain outstanding debt of Wright, includingits outstanding convertible notes, in connection with the consummation of the Offer and the other transactions contemplated by the Purchase Agreement,will be approximately $5.4 billion. We anticipate funding such cash requirements from a combination of sources, including (a) available cash and cashequivalents of Stryker and its subsidiaries, (b) proceeds from the sale of debt securities and/or (c) bank or other debt financings. The consummation of theOffer and the other transactions contemplated by the Purchase Agreement is not subject to any financing condition.

See Section 9—“Source and Amount of Funds.”

iii

Table of Contents

Is your financial condition relevant to my decision to tender my Shares pursuant to the Offer?

No. We do not think our financial condition is relevant to your decision on whether to tender Shares and accept the Offer because:

• The Offer is being made for all outstanding Shares solely for cash.

• The Offer is not subject to any financing condition.

• If we consummate the Offer and not all outstanding Shares are tendered pursuant to the Offer or during any Subsequent Offering Period, as itmay be extended by the Minority Exit Offering Period (each as defined below), while we or Stryker may elect to effectuate or cause to beeffectuated a Post-Offer Reorganization, we have no plans to offer any of our securities to effectuate the Post-Offer Reorganization. The stepswe may take to effectuate the Post-Offer Reorganization include (but are not limited to):

• subject to (a) the approval of the Asset Sale Resolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) theAcceptance Time having occurred and the number of Shares validly tendered pursuant to the Offer and not properly withdrawn(including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period),together with the Shares owned by Stryker or its wholly owned subsidiaries, representing at least eighty percent (80%) of Wright’sissued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Reorganization Threshold”), acquiring all or substantially allassets and liabilities of Wright in the Asset Sale and, as soon as practicable following the consummation of the Asset Sale, liquidatingand dissolving Wright (the “Liquidation”) in accordance with applicable Dutch procedures, such that an immediate advance liquidationdistribution (the “Second Step Distribution”) is made to a settlement agent on behalf of each non-tendering Wright shareholder of anamount in cash for each Share held immediately prior to the completion of the Asset Sale equal to the Offer Consideration, withoutinterest and less applicable withholding taxes, for each Share then owned by such non-tendering Wright shareholder;

• subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) theAcceptance Time having occurred and the Reorganization Threshold having been achieved, complete a series of mergers whereby(i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary of Wright (“WrightLuxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with andinto a Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with WrightBermuda surviving the merger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a whollyowned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-StepMerger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”), whereby any Wright shareholders whodid not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers andwill ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to theOffer Consideration. Such amount would be without interest and less applicable withholding taxes. Stryker and Purchaser have nocurrent intention to require the deduction and withholding of any amounts under any tax law, but such tax deduction and withholdingwill take place to the extent required under applicable tax law; and

• if permissible under applicable law, commencing a statutory proceeding before the Enterprise Chamber (Ondernemingskamer) of theAmsterdam Court of Appeals (Gerechtshof Amsterdam) (the “Dutch Court”) for a compulsory acquisition (uitkoopprocedure) ofnon-tendered shares in accordance with Section 2:92a or Section 2:201a of the DCC (the “Compulsory Acquisition”), whereby theDutch Court will determine the price to be paid for the non-tendered Shares. The Dutch Court has sole discretion to determine suchprice, and the Dutch Court will select a

iv

Table of Contents

reference date on which to value the Shares for purposes of determining such price (the “Reference Date”). If the CompulsoryAcquisition is commenced shortly following the Offer Closing and at the Offer Closing the Purchaser and its affiliates hold ninety-fivepercent (95%) of Wright’s issued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Compulsory Acquisition Threshold”), itis expected that the Reference Date will be the date of the Offer Closing and that the per Share price paid in the CompulsoryAcquisition will be equal to the Offer Consideration. If Purchaser has not achieved the Compulsory Acquisition Threshold at the timeof the Offer Closing but does so shortly afterwards and then commences the Compulsory Acquisition, the Dutch Court will generallyuse as a Reference Date the earlier of (i) the date on which Purchaser demonstrates it has achieved the Compulsory AcquisitionThreshold and (ii) the date on which the Dutch Court renders an interim judgment preliminarily allowing the claim for the CompulsoryAcquisition. The Share price determined by the Dutch Court may be greater than, equal to or less than the Offer Consideration. Suchprice will be increased by statutory interest (“Dutch Statutory Interest”) accrued at the rate applicable in the Netherlands (currently twopercent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interest would bethe date Purchaser pays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a paymentmade to the relevant governmental authority in the Netherlands).

See Section 12—“Purpose of the Offer; Plans for Wright.”

How long do I have to decide whether to tender my Shares pursuant to the Offer?

You will have until 9:00 a.m., Eastern Time, on February 27, 2020, unless we extend the Offer in accordance with the Purchase Agreement or the Offer isearlier terminated. Furthermore, if you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer bythat time, you may still participate in the Offer by using the guaranteed delivery procedure that is described in Section 3—“Procedures for Accepting theOffer and Tendering Shares” of this Offer to Purchase prior to that time.

The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, we will (and Stryker will cause us to), (a)at or as promptly as practicable following the Expiration Time (but in any event within two (2) business days thereafter), accept for payment (the time ofacceptance for payment, the “Acceptance Time”) and (b) at or as promptly as practicable following the Acceptance Time (but in any event within two(2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered and notproperly withdrawn pursuant to the Offer as of the Acceptance Time (such time of payment, the “Offer Closing”). See Section 1—“Terms of the Offer” andSection 3—“Procedures for Accepting the Offer and Tendering Shares.”

Please give your broker, dealer, commercial bank, trust company or other nominee instructions with sufficient time to permit such broker, dealer,commercial bank, trust company or other nominee to tender your Shares in accordance with your instructions. Beneficial owners should be aware thattheir broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer.Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee assoon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

Can the Offer be extended and under what circumstances?

Yes, subject to Stryker’s rights to terminate the Purchase Agreement in accordance with its terms, we may extend the Offer to such other date and time asmay be agreed in writing by Wright and Stryker, and we have agreed in the Purchase Agreement that we will extend the Offer:

• for the minimum period required by applicable law, rule, regulation, interpretation or position of the SEC or the staff of the SEC or the rulesof the Nasdaq; and

v

Table of Contents

• on one or more occasions in consecutive periods of up to ten (10) business days each, with such period to end at 5:00 p.m., Eastern Time on

the last business day of such period (or such other duration as we and Wright may agree) if, at any then-scheduled Expiration Time, anycondition to the Offer has not been satisfied or waived, in order to permit satisfaction of such condition(s); except that:

• if we determine in good faith, after consultation with outside legal counsel, that at any then-scheduled Expiration Time the Regulatory

Clearance Condition (as defined below) is not reasonably likely to be satisfied within such ten (10) business-day extension period, thenwe will be permitted to extend the Offer on such occasion for periods of up to twenty (20) business days;

• if the only remaining unsatisfied condition to the Offer is the Minimum Condition (as defined below), we will not be required to extend

the Offer on more than two (2) occasions in consecutive periods of up to ten (10) business days each (or such other duration as we andWright may agree); and

• we are not required to, and cannot without Wright’s consent, extend the Offer beyond November 4, 2020 (subject to automaticextension to February 4, 2021 if, at such earlier date, all conditions to the closing of the Offer have been satisfied or waived, other thanthe Regulatory Clearance Condition (as defined below) and the Minimum Condition (as defined below)) (such date and time, includingany automatic extension thereof, the “Outside Date”).

In addition, we may extend the Offer to the business day immediately following the date that is one (1) month after the date of the EGM or subsequentEGM at which the Merger Resolutions are approved.

If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares.

See Section 1—“Terms of the Offer.”

How will I be notified if the Offer is extended?

Any extension of the Offer will be followed by a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the next business day afterthe day on which the Offer was otherwise scheduled to expire, which notice will also include the approximate number and percentage of Shares validlytendered and not properly withdrawn as of such date. Without limiting the manner in which we may choose to make any public announcement, we currentlyintend to make announcements regarding the Offer by issuing a press release and making an appropriate filing with the SEC.


Will there be a subsequent offering period?

Except as provided below, following the Acceptance Time, we are obligated by the Purchase Agreement to provide for a subsequent offering period of atleast ten (10) business days in accordance with Rule 14d-11 promulgated under the Exchange Act and in accordance with the Purchase Agreement (the“Subsequent Offering Period”). In the event, that prior to the expiration of any such Subsequent Offering Period, we or Stryker publicly announces itsintention to effectuate the Asset Sale, we will extend the Subsequent Offering Period for at least five (5) business days to permit any remaining minorityWright shareholders to tender their Shares in exchange for the Offer Consideration (such extension, the “Minority Exit Offering Period”). The purpose ofthe Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) is to (a) offer to acquire outstanding Shares that were nottendered pursuant to the Offer and (b) allow non-tendering Wright shareholders, who may be subject to different and potentially adverse tax treatment(including withholding tax treatment) on the consideration received in respect of their Shares in connection with the Asset Sale and Liquidation (ascompared to the Offer), an additional opportunity to tender their Shares into the Offer and avoid such adverse tax treatment.

vi

Table of Contents

In the event that promptly following the Expiration Time, we or Stryker publicly announces its intention to effectuate the Mergers, we will not be requiredto provide either a Subsequent Offering Period or Minority Exit Offering Period, but may do so if we choose to.


What is the difference between an extension of the Offer and a Subsequent Offering Period?

A Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) is not an extension of the Offer. A Subsequent Offering Period(as it may be extended by the Minority Exit Offering Period) occurs after we have accepted, and become obligated to pay for, all Shares that were validlytendered pursuant to the Offer and not properly withdrawn by the Expiration Time. No withdrawal rights will apply to Shares tendered during anySubsequent Offering Period (as it may be extended by the Minority Exit Offering Period), and no withdrawal rights apply during any Subsequent OfferingPeriod (as it may be extended by the Minority Exit Offering Period) with respect to Shares tendered in the Offer and accepted for payment.


What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things, (a) the Purchase Agreement not having been terminated pursuant to its terms and (b) the satisfaction orwaiver (to the extent permitted by the Purchase Agreement and applicable law) of the following as of the scheduled Expiration Time: (i) the MinimumCondition (as its threshold may be lowered pursuant to the Purchase Agreement); (ii) the Regulatory Clearance Condition; (iii) the Legal RestraintsCondition; (iv) the Governance Resolutions Condition; and (v) the Material Adverse Effect Condition, each as defined below.

The Offer also is subject to a number of other conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer” of this Offer to Purchase.The conditions to the Offer will be in addition to, and not a limitation of, our right to extend, terminate, amend and/or modify the Offer in accordance withthe terms and conditions of the Purchase Agreement and the applicable rules and regulations of the SEC. We expressly reserve the right at any time towaive, in whole or in part and in our sole discretion, any condition to the Offer and to make any change in the terms of or conditions to the Offer. However,we will not, and Stryker will cause us not to (without the prior written consent of Wright): (a) waive or change the Minimum Condition (except to the extentcontemplated under the Purchase Agreement); (b) decrease the Offer Consideration; (c) change the form of consideration to be paid in the Offer;(d) decrease the number of Shares sought in the Offer; (e) extend or otherwise change the Expiration Time (except to the extent contemplated under thePurchase Agreement); (f) impose additional conditions to the Offer or otherwise amend, modify or supplement any of the conditions to the Offer or terms ofthe Offer in a manner adverse to Wright shareholders; or (g) increase the Offer Consideration by an increment of less than $0.10 per Share.

See Section 15—“Certain Conditions of the Offer.”

What is the Minimum Condition?


vii

Table of Contents


What are the Regulatory Clearance Condition, the Legal Restraints Condition, the Governance Resolutions Condition and the Material AdverseEffect Condition?


The “Legal Restraints Condition” requires that there is no law, regulation judgment, injunction, order, decree or ruling (whether temporary, preliminary orpermanent) entered, enacted, promulgated, enforced or issued by any court or other governmental body of competent jurisdiction in effect that prohibits,renders illegal or enjoins, the consummation of the Offer, the Asset Sale, the Compulsory Acquisition, the Liquidation, the Second Step Distribution, theMergers or the other transactions contemplated by the Purchase Agreement or that imposes a condition or requires a remedy that Stryker is not required toaccept or agree to under the terms of the Purchase Agreement.

The “Governance Resolutions Condition” requires that, at the EGM or a subsequent EGM, Wright shareholders have adopted the Governance Resolutions.



Have any Wright shareholders already agreed to tender their Shares in the Offer?

No. We have not previously entered into any agreements with any Wright shareholders with respect to their tender of Shares into the Offer.

How do I tender my Shares?

In order for Shares to be validly tendered pursuant to the Offer, you must follow these instructions:

• If you are a record holder and you hold Shares in book-entry form on the books of Wright’s transfer agent, the following must be received bythe Depositary at one of its addresses set forth in the Letter of Transmittal prior to the Expiration Time (unless the tender is made during anySubsequent Offering Period, as it may be extended by the Minority Exit Offering Period, in which case the required documents must bereceived prior to the expiration of the Subsequent Offering Period or, if applicable, the Minority Exit Offering Period): (a) the Letter ofTransmittal, properly completed and duly executed; and (b) any other documents required by the Letter of Transmittal.

• If your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Depositary at TheDepository Trust Company, the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal priorto the Expiration Time (unless the tender is made during any Subsequent Offering Period, as it may be extended by the Minority Exit OfferingPeriod, in which case the required documents must be received prior to the expiration of the Subsequent Offering Period or, if applicable, theMinority Exit Offering Period): (a) the Letter of Transmittal, properly completed and duly executed, or an Agent’s Message (as defined underSection 3—“Procedures for Accepting the Offer and Tendering Shares”); (b) a Book-Entry

viii

Table of Contents

Confirmation (as defined under Section 2—“Acceptance for Payment and Payment for Shares”); and (c) any other documents required by theLetter of Transmittal.

• If you cannot complete the procedure for delivery by book-entry transfer on a timely basis, or you otherwise cannot deliver all requireddocuments to the Depositary prior to the Expiration Time, you may be able to tender your Shares using the enclosed Notice of GuaranteedDelivery. For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Time andmust then receive the missing items within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.Please contact Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”) for assistance.

• If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer,commercial bank, trust company or other nominee and give instructions that your Shares be tendered. You should also be aware that yourbroker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer.Accordingly contact your broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the timesby which you must take action in order to participate in the Offer.

See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Until what time may I withdraw previously tendered Shares?

You may properly withdraw your previously tendered Shares at any time until the Expiration Time. In addition, pursuant to Section 14(d)(5) of theExchange Act, Shares may be withdrawn at any time after February 11, 2020, which is the sixtieth (60th) day after the date of the commencement of theOffer, unless we have accepted for payment the Shares validly tendered in the Offer. No withdrawal rights will apply to Shares tendered during anySubsequent Offering Period (as it may be extended by the Minority Exit Offering Period), and no withdrawal rights apply during any Subsequent OfferingPeriod (as it may be extended by the Minority Exit Offering Period) with respect to Shares tendered in the Offer and accepted for payment; any Sharestendered during any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) will immediately be accepted and promptlypaid for.

See Section 4—“Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To properly withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information (as specified in this Offerto Purchase and in the related Letter of Transmittal) to the Depositary at any time at which you have the right to withdraw Shares. If you tendered Shares bygiving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such broker, dealer, commercial bank, trustcompany or other nominee to arrange for the withdrawal of your Shares and such broker, dealer, commercial bank, trust company or other nominee musteffectively withdraw such Shares at any time at which you have the right to withdraw your Shares. Such broker, dealer, commercial bank, trust company orother nominee may establish its own earlier deadline to provide instructions for the withdrawal of your Shares. Accordingly, you should contact suchbroker, commercial bank, trust company or other nominee as soon as possible to determine the times by which you must take action in order to withdrawyour Shares. No withdrawal rights will apply to Shares tendered during any Subsequent Offering Period (as it may be extended by the Minority ExitOffering Period), and no withdrawal rights apply during any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) withrespect to Shares tendered in the Offer and accepted for payment; any Shares tendered during any Subsequent Offering Period (as it may be extended by theMinority Exit Offering Period) will immediately be accepted and promptly paid for.

See Section 4—“Withdrawal Rights.”

ix

Table of Contents

If I decide not to tender, how will the Offer affect my Shares and what will happen to Wright?

After the Offer Closing, we intend to cause Wright to terminate the listing of the Shares on the Nasdaq (the “Delisting”). As a result, we anticipate that therewill not be an active trading market for the Shares. In addition, after the Offer Closing, we intend to cause Wright to terminate the registration of Sharesunder the Exchange Act as promptly as practicable and take steps to cause the suspension of its reporting obligations with respect to the Shares with theSEC. As a result, with respect to the Shares, Wright would no longer be required to make filings with the SEC or otherwise comply with the rules of theSEC. Furthermore, the ability of “affiliates” of Wright and persons holding “restricted securities” of Wright to dispose of such securities pursuant to Rule144 promulgated under the Securities Act of 1933 (the “Securities Act”) may be impaired or eliminated.

In addition, after amendment of Wright’s articles of association following the Delisting, pursuant to the Governance Resolutions proposed to be approved atthe EGM, record ownership of Shares can only be transferred pursuant to a notarial deed executed before a Dutch notary. This will require compliance bythe transferor and transferee of Shares with various administrative formalities under Dutch law and will also require shareholders to incur costs for Dutchnotarial fees when they transfer Shares. Furthermore, after such amendment of Wright’s articles of association, any transfer of record ownership of Sharesprior to June 1, 2022 would require the prior approval of the Wright Board.

If the Asset Sale or the Mergers are consummated, it is anticipated that Wright shareholders who do not tender their Shares pursuant to the Offer (includingduring any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will be offered or will receive the same considerationfor their Shares as those Wright shareholders who tendered their Shares pursuant to the Offer (including during any Subsequent Offering Period, as it maybe extended by the Minority Exit Offering Period), without interest and less applicable withholding taxes. However, in the Compulsory Acquisition, theDutch Court will determine in its sole discretion the price to be paid for the non-tendered Shares, which price may be greater than, equal to or less than theOffer Consideration. Such price will be increased by Dutch Statutory Interest. In the event the Asset Sale and Liquidation, the Mergers or the CompulsoryAcquisition are consummated, Wright will either be liquidated, disappear or become wholly owned by us.


In addition, if the Offer and the Post-Offer Reorganization are completed, another difference between tendering your Shares and not tendering your Sharespursuant to the Offer is that Holders of Shares tendered in the Offer may be paid in respect of such Shares sooner than holders of non-tendering Shares arepaid in respect of non-tendering Shares in any Post-Offer Reorganization.


See the “Introduction” to this Offer to Purchase, Section 11—“The Purchase Agreement; Other Agreements,” Section 12—“Purpose of the Offer; Plans forWright” and Section 13—“Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date?

The Offer Consideration of $30.75 per Share represents a premium of approximately fifty-two percent (52%) over the volume-weighted average closingprice of Shares over the thirty (30) calendar days ended October 31,

x

Table of Contents

2019, the last trading day prior to speculation that Wright was exploring a sale of the company. On December 12, 2019, the last full trading day before thecommencement of the Offer, the reported closing price of the Shares on the Nasdaq was $29.44 per Share.

We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6—“Price Range of Shares;Dividends.”

Will I have appraisal rights in connection with the Offer?

Wright shareholders are not entitled under Dutch law or otherwise to appraisal rights with respect to the Offer.

In the event that the Compulsory Acquisition is permissible under applicable law and implemented, the Dutch Court will determine in its sole discretion theprice to be paid for the non-tendered Shares, which price may be greater than, equal to or less than the Offer Consideration. Such price will be increased byDutch Statutory Interest accrued at the rate applicable in the Netherlands (currently two percent (2%) per annum). The non-tendering Wright shareholdersdo not have the right to commence a Compulsory Acquisition proceeding to oblige us to buy their Shares.

In the event the Merger Resolutions are adopted at the EGM or any subsequent EGM, any Wright shareholder that votes against the Merger Resolutionsmay exercise its withdrawal right under Dutch law in connection with the First-Step Merger (the “Merger Withdrawal Right”) by filing a request forcompensation in accordance with Section 2:333h of the DCC within one (1) month after the date of the EGM or subsequent EGM at which the MergerResolutions were adopted. If the Mergers are then implemented, such compensation would be paid in cash in connection with the consummation of theFirst-Step Merger. The Merger Resolutions include certain amendments to Wright’s articles of association that fix the cash compensation payable to anysuch Wright shareholders exercising the Merger Withdrawal Right at an amount per Share equal to the Offer Consideration without interest and lessapplicable withholding taxes.

See Section 17—“Appraisal Rights.”

What will happen to my equity awards in the Offer?

In connection with the Offer, outstanding Wright equity awards (other than certain equity awards that may be granted if the Offer Closing does not occur byJuly 1, 2020 and which will be subject to pro rata vesting at the Offer Closing) will be treated as follows:

• Each restricted stock unit in respect of Shares (a “Wright RSU”) and performance share unit in respect of Shares (a “Wright PSU”) that isoutstanding and unvested immediately prior to the Acceptance Time, whether or not then subject to any performance or other condition, willvest in full at the Acceptance Time and at the Offer Closing will be cancelled and converted into the right to receive an amount in cash(without interest and subject to required tax withholding) equal to the product of (a) the Offer Consideration multiplied by (b) the total numberof Shares subject to such Wright PSU or Wright RSU as of immediately prior to the Offer Closing (which, in the case of Wright PSUs, will bedetermined based on the maximum achievement of the applicable performance conditions).

• Each outstanding option to purchase Shares, other than under the Wright Employee Stock Purchase Plan (a “Wright Stock Option”) that isoutstanding immediately prior to the Offer Closing will be automatically canceled and converted into a right to receive an amount in cash(without interest and subject to required tax withholding) equal to the product of (a) the number of Shares subject to the unexercised portion ofsuch Wright Stock Option immediately prior to the Offer Closing multiplied by (b) the excess, if any, of the Offer Consideration over theapplicable per Share exercise price of such Wright Stock Option.

xi

Table of Contents

See Section 11—“The Purchase Agreement; Other Agreements—Purchase Agreement—Treatment of Wright Equity Awards.”

What are the U.S. federal income tax consequences of tendering Shares for U.S. shareholders?

The receipt of cash in exchange for your Shares pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by theMinority Exit Offering Period) or the Post-Offer Reorganization generally will be a taxable transaction for U.S. federal income tax purposes and may alsobe a taxable transaction under applicable state, local or non-U.S. income or other tax laws.

We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Post-Offer Reorganization.

See Section 5A—“Certain U.S. Federal Income Tax Consequences” for a more detailed discussion of the U.S. federal income tax consequences of the Offerand the Post-Offer Reorganization for certain U.S. shareholders.

What are the material Dutch tax consequences of having my Shares accepted for payment in the Offer?

For non-Dutch resident Wright shareholders who or that:

(a) are not individuals and do not have, nor are deemed to have, directly or indirectly, a substantial interest (aanmerkelijk belang) or deemedsubstantial interest (fictief aanmerkelijk belang) in Wright that is held with the principal purpose or one of the principal purposes of avoidingincome tax at the level of another party and such interest is held as part of an artificial arrangement or transaction or series of arrangements orcombination of transactions, whereby such arrangement or series of arrangements or transaction or combination of transactions is consideredartificial if it is not set up on the basis of valid commercial motives and whereby an arrangement or transaction may consists of several stepsor parts, and (i) do not derive profits from an enterprise that is, in whole or in part, carried on through a permanent establishment or apermanent representative in the Netherlands to which permanent establishment or permanent representative the Shares are attributable or(ii) are not, other than by way of securities, entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of anenterprise, which is effectively managed in the Netherlands and to which enterprise the Shares are attributable; and

(b) are individuals and do not have, nor are deemed to have, directly or indirectly, a substantial interest (aanmerkelijk belang) or deemedsubstantial interest (fictief aanmerkelijk belang) in Wright that is not part of the assets of an enterprise (behoort niet tot het vermogen van eenonderneming) and (i) do not derive profits from an enterprise or an interest in an enterprise that is, in whole or in part, carried on through apermanent establishment or a permanent representative in the Netherlands to which permanent establishment or permanent representative theShares are attributable, (ii) do not realize income or gains with respect to the Shares that qualify as income from miscellaneous activities in theNetherlands, which include activities with respect to the Shares that exceed regular, active portfolio management or (iii) are not, other than byway of securities, entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise theShares are attributable,

any gains realized in respect of Shares tendered pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by theMinority Exit Offering Period) or as a result of the Post-Offer Reorganization will generally not be subject to Dutch corporate or personal income tax.

Depending on the circumstances, Dutch resident Wright shareholders and certain non-Dutch resident Wright shareholders may be subject to Dutchcorporate or personal income tax on any gains realized pursuant to the

xii

Table of Contents

Offer or the Post-Offer Reorganization. See Section 5B—“Certain Dutch Tax Consequences” for a more detailed discussion of the Dutch tax consequencesof the Offer and the Post-Offer Reorganization.

If, subsequent to the Asset Sale, the Liquidation is implemented, Dutch dividend withholding tax (dividendbelasting) will be due at the statutory rate of 15%to the extent that the amount of the Second Step Distribution exceeds the average paid-in capital on the Shares as recognized for Dutch dividendwithholding tax purposes subject to any exemption, reduction or refund that may be available to a Wright shareholder. As a result, the net amount receivedby Wright shareholders in the Second Step Distribution for Shares that are not tendered in the Offer may be lower than the amount that they would havereceived had they tendered their Shares pursuant to the Offer (including during any Subsequent Offering Period). See Section 5B—“Certain Dutch TaxAspects of the Offer and Post-Offer Reorganization” for a more detailed discussion of the Dutch tax consequences of the Post-Offer Reorganization.

We urge you to consult your own tax advisor as to the particular Dutch tax consequences to you of the Offer and the Post-Offer Reorganization.

Who should I call if I have questions about the Offer?

Innisfree M&A Incorporated is acting as the Information Agent for the Offer. You may call the Information Agent toll free at (888) 750-5834 (forshareholders) or collect at (212) 750-5833 (for banks and brokers). See the back cover of this Offer to Purchase for additional contact information.

xiii

Table of Contents

INTRODUCTION

To the Holders of Ordinary Shares of Wright Medical Group N.V.:

Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands(“Purchaser”) and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), is offering to purchase all of theoutstanding ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liability company (naamlozevennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”), at apurchase price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash (such amount or anyhigher amount per Share paid pursuant to the Offer (as defined below), the “Offer Consideration”), on the terms and subject to the conditions set forth inthis Offer to Purchase (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with this Offer toPurchase, as each may be amended or supplemented from time to time, the “Offer”).

The Offer is being made pursuant to a Purchase Agreement, dated as of November 4, 2019 (as it may be amended from time to time, the “PurchaseAgreement”), by and among Stryker, Purchaser and Wright. Unless the Offer is earlier terminated, the Offer will expire at 9:00 a.m., Eastern Time, onFebruary 27, 2020 (the “Expiration Time,” unless the Offer is extended in accordance with the Purchase Agreement, in which event “Expiration Time” willmean the latest time and date at which the Offer, as so extended by Purchaser, will expire).

Purchaser may extend the Offer to such other date and time as may be agreed in writing by Wright and Stryker, and will extend the Offer for the minimumperiod required by applicable law, rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or therules of the Nasdaq Global Select Market (“Nasdaq”). Purchaser will also extend the Offer on one or more occasions in consecutive periods of up to ten(10) business days each if, at the then-scheduled Expiration Time, any condition to the Offer has not been satisfied or waived, in order to permit satisfactionof such condition, or for periods of up to twenty (20) business days in case of the Regulatory Clearance Condition (as defined below) if such condition is notreasonably likely to be satisfied within such ten (10) business-day extension period. Purchaser may, but will not be required to, extend the Offer (a) on morethan two (2) occasions in consecutive periods of ten (10) business days each, if the only remaining unsatisfied condition to the Offer is the MinimumCondition (as defined below) and (b) to the business day immediately following the date that is one (1) month after the date of the EGM (as defined below)or subsequent EGM at which the Merger Resolutions (as defined below) are approved. Purchaser is not required to, and cannot without Wright’s consent,extend the Offer beyond the Outside Date (as defined below).

The Purchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, Purchaser will (and Stryker will causePurchaser to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two (2) business days thereafter), accept forpayment (the time of acceptance for payment, the “Acceptance Time”) and (b) at or as promptly as practicable following the Acceptance Time (but in anyevent within two (2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) thereafter), pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (such time ofpayment, the “Offer Closing”). It is expected that following the Offer Closing, the listing of the Shares on the Nasdaq will be terminated, Wright will nolonger be a publicly traded company and the Shares will be deregistered under the Exchange Act, resulting in the cessation of Wright’s reporting obligationswith respect to the Shares with the SEC.

Tendering shareholders who are record owners of their Shares and who tender directly to American Stock Transfer & Trust Company, LLC (the“Depositary”) will not be obligated to pay brokerage fees or commissions

1

Table of Contents

or, except as otherwise provided in Instruction 5 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaserpursuant to the Offer. Shareholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult suchbroker, dealer, commercial bank, trust company or other nominee as to whether it charges any service fees or commissions.

The Offer is conditioned upon, among other things, (a) the Purchase Agreement not having been terminated pursuant to its terms and (b) the satisfaction orwaiver (to the extent permitted by the Purchase Agreement and applicable law) of the following as of the scheduled Expiration Time: (i) the MinimumCondition; (ii) the Regulatory Clearance Condition; (iii) the Legal Restraints Condition; (iv) the Governance Resolutions Condition; and (v) the MaterialAdverse Effect Condition, each as defined below.



The “Legal Restraints Condition” requires that there is no law, regulation judgment, injunction, order, decree or ruling (whether temporary, preliminary orpermanent) entered, enacted, promulgated, enforced or issued by any court or other governmental body of competent jurisdiction in effect that prohibits,renders illegal or enjoins, the consummation of the Offer, the Asset Sale, the Compulsory Acquisition, the Liquidation, the Second Step Distribution, theMergers or the other transactions contemplated by the Purchase Agreement or that imposes a condition or requires a remedy that Stryker is not required toaccept or agree to under the terms of the Purchase Agreement.

The “Governance Resolutions Condition” requires that, at the EGM or a subsequent EGM, Wright shareholders have adopted one or more resolutionseffective upon the Offer Closing to appoint directors designated by Purchaser to the Wright Board to replace those members of the Wright Board who willresign from the Wright Board effective as of the Offer Closing and to amend Wright’s articles of association to become effective after the Offer Closing,including the conversion of Wright from a public limited liability company (naamloze vennootschap or N.V.) to a private limited liability company (beslotenvennootschap met beperkte aansprakelijkheid or B.V.) under Dutch law, certain other amendments to become effective after the delisting of the Shares onthe Nasdaq and an amendment to align Wright’s financial year with that reckoned by Purchaser (the “Governance Resolutions”).



2

Table of Contents



At the EGM, Wright shareholders will be requested to vote on (a) (i) approval of the sale, transfer and assumption of the business of Wright, includingsubstantially all of the assets and liabilities of Wright, to or by Purchaser (or an affiliate of Purchaser) (the “Asset Sale”) subject to the Acceptance Timehaving occurred and the Reorganization Threshold (as defined below) having been achieved and (ii) subject to Asset Sale having been completed, theAcceptance Time having occurred and the Reorganization Threshold (as defined below) having been achieved, (1) dissolve (ontbinden) Wright inaccordance with Section 2:19 of the Dutch Civil Code (the “DCC”) and (2) appoint as liquidator (the “Liquidator”) a foundation (stichting) to beincorporated under Dutch law and approve reimbursement of the Liquidator’s reasonable salary and costs (provided that such reimbursement will be subjectto the approval of certain members of the Wright Board who are independent from Purchaser and Stryker not to be unreasonably withheld, conditioned ordelayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Wright in accordance with Section 2:24 of the DCC(collectively, the “Asset Sale Resolutions”), (b) approval of the Mergers (as defined below), subject to the Acceptance Time having occurred and theReorganization Threshold having been achieved, and certain amendments to Wright’s articles of association to determine the compensation to be paid toWright shareholders who vote against approval of the Mergers and who request compensation in connection with the First-Step Merger (as defined below)in accordance with Section 2:333h of the DCC (collectively, the “Merger Resolutions”), (c) approval of the statutory spin-off (afsplitsing) of certain assetsand liabilities of Wright to a wholly owned subsidiary of Wright (the “Demerger Resolutions”), subject to the Offer Closing, or earlier if so agreed byWright, Stryker and Purchaser, (d) approval of the Governance Resolutions, (e) the full and final discharge to each member of the Wright Board for theiracts of management or supervision, as applicable, up to the date of the EGM and effective upon the Acceptance Time and (f) other matters contemplated bythe Purchase Agreement.

A more complete description of the reasons that the Wright Board approved the Purchase Agreement and the transactions contemplated thereby, includingthe Offer, the Asset Sale and the Mergers, and recommended that Wright shareholders accept the Offer and tender their Shares pursuant to the Offer is setforth in the Solicitation/Recommendation Statement on the Schedule 14D-9 that Wright is furnishing to its shareholders in connection with the Offer (the“Schedule 14D-9”).

Following the Acceptance Time, except as described below, Purchaser will (and Stryker will cause Purchaser to) provide for a subsequent offering period ofat least ten (10) business days in accordance with Rule 14d-11 promulgated under the Exchange Act and in accordance with the Purchase Agreement (the“Subsequent Offering Period”). In the event that prior to the expiration of any such Subsequent Offering Period, Purchaser or Stryker has publiclyannounced its intention to, subject to the terms of the Purchase Agreement, effectuate the Asset Sale, Purchaser will (and Stryker will cause Purchaser to)extend the Subsequent Offering Period for at least five (5) business days to permit any remaining minority Wright shareholders to tender their Shares inexchange for the Offer Consideration (such extension, the “Minority Exit Offering Period”). In the event that promptly

3

Table of Contents

following the Expiration Time, Purchaser or Stryker has publicly announced its intention to, subject to the terms of the Purchase Agreement, effectuate theMergers (as defined below), Purchaser will not be required to provide either a Subsequent Offering Period or Minority Exit Offering Period, but may do soif Purchaser chooses. Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extensionof the Offer, any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) or any delay in making payment forShares.


In the event that the Asset Sale and Liquidation (as defined below) is implemented, which is subject to (a) the approval of the Asset Sale Resolutions byWright shareholders at the EGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and the number of Shares validly tenderedpursuant to the Offer and not properly withdrawn (including Shares tendered during the Subsequent Offering Period, as it may be extended by the MinorityExit Offering Period), together with the Shares owned by Stryker or its wholly owned subsidiaries, representing at least eighty percent (80%) of Wright’sissued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Reorganization Threshold”), any Wright shareholders who did not tender their Sharespursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will receive for eachShare held immediately prior to completion of the Asset Sale cash in an amount equal to the Offer Consideration, without interest and less applicablewithholding taxes. Upon consummation of the Asset Sale: (a) Wright will hold only the cash received in the Asset Sale and certain other immaterial assetsand liabilities; (b) Purchaser (or an affiliate of Purchaser) would (i) own all of Wright’s business operations and (ii) be the principal shareholder in Wright;and (c) the non-tendering Wright shareholders would continue to own Shares representing, in the aggregate, a minority of the Shares then outstanding. Assoon as practicable following consummation of the Asset Sale, the Liquidator would then complete the liquidation and dissolution of Wright (the“Liquidation”) in accordance with applicable Dutch procedures, with Purchaser (or an affiliate of Purchaser) providing certain funds and indemnities toenable the Liquidator to make an immediate advance liquidation distribution (the “Second Step Distribution”) to a settlement agent on behalf of eachnon-tendering Wright shareholder of an amount in cash for each Share held immediately prior to the completion of the Asset Sale equal to the OfferConsideration, without interest and less applicable withholding taxes, for each Share then owned by such non-tendering Wright shareholder. Nocompensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the Second StepDistribution to their bank account or otherwise.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or anysubsequent EGM) and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser willcomplete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary ofWright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and intoa Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving themerger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge withand into Wright Bermuda with Wright Bermuda surviving the

4

Table of Contents

merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers,any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from suchMergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the OfferConsideration. Such amount would be without interest and less applicable withholding taxes. Stryker and Purchaser have no current intention to require thededuction and withholding of any amounts under any tax law, but such tax deduction and withholding will take place to the extent required under applicabletax law. Upon completion of the Mergers, Wright will be an indirect wholly owned subsidiary of Stryker. No compensation will be paid to non-tenderingWright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bankaccount or otherwise.

In the event that a compulsory acquisition procedure (uitkoopprocedure) of non-tendered Shares as provided by Dutch law (the “Compulsory Acquisition”)is permissible under applicable law and implemented, then Shares held by non-tendering Wright shareholders will be acquired in accordance withSection 2:92a or Section 2:201a of the DCC. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal(Gerechtshof Amsterdam) (the “Dutch Court”) will determine the price to be paid for the non-tendered Shares. The Dutch Court has sole discretion todetermine such price, and the Dutch Court will select a reference date on which to value the Shares for purposes of determining such price (the “ReferenceDate”). If the Compulsory Acquisition is commenced shortly following the Offer Closing and at the Offer Closing the Purchaser and its affiliates holdninety-five percent (95%) of Wright’s issued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Compulsory Acquisition Threshold”), it isexpected that the Reference Date will be the date of the Offer Closing and that the per Share price paid in the Compulsory Acquisition will be equal to theOffer Consideration. If Purchaser has not achieved the Compulsory Acquisition Threshold at the time of the Offer Closing but does so shortly afterwardsand then commences the Compulsory Acquisition, the Dutch Court will generally use as a Reference Date the earlier of (i) the date on which Purchaserdemonstrates it has achieved the Compulsory Acquisition Threshold and (ii) the date on which the Dutch Court renders an interim judgment preliminarilyallowing the claim for the Compulsory Acquisition. The Share price determined by the Dutch Court may be greater than, equal to or less than the OfferConsideration. Such price will be increased by statutory interest (“Dutch Statutory Interest”) accrued at the rate applicable in the Netherlands (currently twopercent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interest would be the date Purchaserpays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a payment made to the relevant governmentalauthority in the Netherlands). Upon execution (tenuitvoerlegging) of the Dutch Court’s ruling in the Compulsory Acquisition, each non-tendering Wrightshareholder will receive the per Share price determined by the Dutch Court and Purchaser will become the sole shareholder of Wright. If payment byPurchaser is made to the relevant governmental authority in the Netherlands, rather than directly to non-tendering Wright shareholders, such shareholdersmay only seek their consideration directly from such governmental authority in the Netherlands. Upon completion of the Compulsory Acquisition, Wrightwill be an indirect wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costscharged by banks in relation to the transfer of the cash proceeds of the Compulsory Acquisition to their bank account or otherwise.


Certain material U.S. federal income tax consequences of the sale of Shares pursuant to the Offer and pursuant to the Post-Offer Reorganization aredescribed in Section 5A—“Certain U.S. Federal Income Tax Consequences.” The applicable withholding taxes and other taxes, if any, imposed onnon-tendering Wright shareholders

5

Table of Contents

in respect of any Post-Offer Reorganization may be different from, and greater than, the taxes imposed upon such Wright shareholders had theytendered their Shares pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by the Minority ExitOffering Period). Shareholders are urged to consult with their tax advisors with regard to the tax consequences of tendering their shares pursuantto the Offer and the Post-Offer Reorganization.

This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer. Proxies will besolicited by Wright from its shareholders in connection with the EGM, and you should consult and read carefully any proxy statement or other materialsprovided to you by Wright in connection with the EGM.

This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before any decision is made withrespect to the Offer.

6

Table of Contents

THE TENDER OFFER 1. Terms of the Offer.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension oramendment), we will (and Stryker will cause us to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two(2) business days thereafter), accept for payment and (b) at or as promptly as practicable following the Acceptance Time (but in any event within two(2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered and notproperly withdrawn pursuant to the Offer (as permitted under Section 4—“Withdrawal Rights”) as of the Acceptance Time. Unless the Offer is earlierterminated or extended as described below, the Offer will expire at 9:00 a.m., Eastern Time, on February 27, 2020.

The Offer is conditioned upon, among other things, (a) the Purchase Agreement not having been terminated pursuant to its terms and (b) the satisfaction orwaiver (to the extent permitted by the Purchase Agreement and applicable law) of the following as of the scheduled Expiration Time: (i) the MinimumCondition; (ii) the Regulatory Clearance Condition; (iii) the Legal Restraints Condition; (iv) the Governance Resolutions Condition; and (v) the MaterialAdverse Effect Condition.


Subject to Stryker’s rights to terminate the Purchase Agreement in accordance with its terms, Purchaser may extend the Offer to such other date and time asmay be agreed in writing by Wright and Stryker, and Purchaser has agreed in the Purchase Agreement that it will extend the Offer:

• for the minimum period required by applicable law, rule, regulation, interpretation or position of the SEC or the staff of the SEC or the rulesof the Nasdaq; and


the last business day of such period (or such other duration as Purchaser and Wright may agree) if, at any then-scheduled Expiration Time,any condition to the Offer has not been satisfied or waived, in order to permit satisfaction of such condition(s); except that:

• if Purchaser determines in good faith, after consultation with outside legal counsel, that at any then-scheduled Expiration Time the

Regulatory Clearance Condition is not reasonably likely to be satisfied within such ten (10) business-day extension period, thenPurchaser will be permitted to extend the Offer on such occasion for periods of up to twenty (20) business days;

• if the only remaining unsatisfied condition to the Offer is the Minimum Condition, Purchaser will not be required to extend the Offer on

more than two (2) occasions in consecutive periods of up to ten (10) business days each (or such other duration as Purchaser and Wrightmay agree); and

• Purchaser is not required to, and cannot without Wright’s consent, extend the Offer beyond November 4, 2020 (subject to automaticextension to February 4, 2021 if, at such earlier date, all conditions to the closing of the Offer have been satisfied or waived, other thanthe Regulatory Clearance Condition and the Minimum Condition) (such date and time, including any automatic extension thereof, the“Outside Date”).

In addition, Purchaser may extend the Offer to the business day immediately following the date that is one (1) month after the date of the EGM orsubsequent EGM at which the Merger Resolutions are approved.

If Purchaser extends the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares.

7

Table of Contents

Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right at any time to waive, in whole or in part and in Purchaser’ssole discretion, any condition to the Offer and to make any change in the terms of or conditions to the Offer. However, Purchaser will not, and Stryker willcause Purchaser not to (without the prior written consent of Wright): (a) waive or change the Minimum Condition (except to the extent contemplated underthe Purchase Agreement); (b) decrease the Offer Consideration; (c) change the form of consideration to be paid in the Offer; (d) decrease the number ofShares sought in the Offer; (e) extend or otherwise change the Expiration Time (except to the extent contemplated under the Purchase Agreement); (f)impose additional conditions to the Offer or otherwise amend, modify, or supplement any of the conditions to the Offer or terms of the Offer in a manneradverse to Wright shareholders; or (g) increase the Offer Consideration by an increment of less than $0.10 per Share.

Any extension of the Offer will be followed by a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the next business day afterthe day on which the Offer was otherwise scheduled to expire, which notice will also include the approximate number and percentage of Shares validlytendered and not properly withdrawn as of such date. Without limiting the manner in which Purchaser may choose to make any public announcement, itcurrently intends to make announcements regarding the Offer by issuing a press release and making an appropriate filing with the SEC.

If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment (whether before or after its acceptance for payment for Shares) forShares, or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to its rights under the Offer and the PurchaseAgreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tenderingshareholders are entitled to withdrawal rights as described in this Offer to Purchase under Section 4—“Withdrawal Rights.” However, Purchaser’s ability todelay the payment for Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires Purchaser to promptlypay the consideration offered or return the securities deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer.

If, subject to the terms of the Purchase Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, orif Purchaser waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extentrequired by Rules 14d-4(d)(1), 14d-6(c), and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open followingmaterial changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought,will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. Purchaser understands that in theSEC’s view, an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent, or given toshareholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten (10) business-day period generally isrequired to allow for adequate dissemination to shareholders and investor response.

If, on or before the Expiration Time, Purchaser increases the consideration being paid for Shares accepted for payment in the Offer, such increasedconsideration will be paid to all shareholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcementof the increase in consideration.

Following the Acceptance Time, except as described below, Purchaser will provide for a Subsequent Offering Period of at least ten (10) business days inaccordance with Rule 14d-11 under the Exchange Act and in accordance with the Purchase Agreement. In the event that prior to the expiration of any suchSubsequent Offering Period, Purchaser or Stryker publicly announces its intention to effectuate the Asset Sale, Purchaser will extend the SubsequentOffering Period for the Minority Exit Offering Period of at least five (5) business days to permit any remaining minority Wright shareholders to tender theirShares in exchange for the Offer Consideration. For purposes of the Offer, a “business day” means a day, other than Saturday, Sunday or other day onwhich commercial banks in Amsterdam, the Netherlands, or New York, New York, United States, are

8

Table of Contents

authorized or required by applicable law to close. In the event that promptly following the Expiration Time, Purchaser or Stryker has publicly announced itsintention to, subject to the terms of the Purchase Agreement, effectuate the Mergers (as defined below), we will not be required to provide either aSubsequent Offering Period or Minority Exit Offering Period, but may do so if Purchaser chooses. The Subsequent Offering Period (as it may be extendedby the Minority Exit Offering Period) is not an extension of the Offer. The Subsequent Offering Period (as it may be extended by the Minority Exit OfferingPeriod) would be an additional period of time after the Acceptance Time, in which shareholders may tender Shares not previously tendered pursuant to theOffer. Purchaser will announce additional details with respect to the Subsequent Offering Period (including any extension thereof) in accordance withapplicable rules, regulations and interpretations of the SEC. In particular, Purchaser will announce the results of the tender offer, including the approximatenumber and percentage of securities deposited to date, no later than 9:00 a.m., Eastern Time, on the next business day after the day on which the Offer wasotherwise scheduled to expire and immediately begin the Subsequent Offering Period. There will be no withdrawal rights during any Subsequent OfferingPeriod (as it may be extended by the Minority Exit Offering Period); any Shares tendered will immediately be accepted by Purchaser and promptly paid for.Any shares tendered during any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) will be acquired by Purchaser foran amount equal to the Offer Consideration, in cash, without interest and less applicable withholding taxes. Under no circumstance will interest be paidon the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, any Subsequent Offering Period (as it may beextended by the Minority Exit Offering Period) or any delay in making payment for Shares.

Following the later of the Offer Closing and the closing of any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period),Stryker or Purchaser may, but is not required to, effectuate or cause to be effectuated the Post-Offer Reorganization. The Post-Offer Reorganization willutilize processes available to Purchaser under Dutch and other applicable law aimed at strengthening Stryker’s direct or indirect control over Wright or itsassets and business operations. More specifically, the Asset Sale and Liquidation, the Mergers and the Compulsory Acquisition would ensure that Purchaseror one of its affiliates becomes the owner of all or substantially all of Wright’s business operations from and after the consummation of such Post-OfferReorganization. In the event the Asset Sale and Liquidation (as defined below), the Mergers or the Compulsory Acquisition are consummated, Wright willeither be liquidated, disappear or become wholly owned by Purchaser.

Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Purchase Agreement and the applicable rules andregulations of the SEC, not to accept for payment any Shares if, at the Expiration Time, any of the conditions to the Offer have not been satisfied. SeeSection 15—“Certain Conditions of the Offer.” Under certain circumstances, Stryker may terminate the Purchase Agreement and Purchaser may terminatethe Offer. Without limiting the generality of the foregoing, if the Purchase Agreement is validly terminated pursuant to its terms, Purchaser will (andStryker will cause Purchaser to) promptly (and in any event within twenty-four (24) hours following such termination), terminate the Offer and not acquireany Shares pursuant to the Offer.

Wright has provided Stryker and Purchaser with the Wright shareholder list and security position listings for the purpose of disseminating this Offer toPurchase, the related Letter of Transmittal and other related materials to Wright shareholders. This Offer to Purchase and the Letter of Transmittal, togetherwith the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the Wright shareholder list and will be furnished, forsubsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and other nominees whose names, or thenames of whose nominees, appear on the Wright shareholder list or, if applicable, who are listed as participants in a clearing agency’s security positionlisting for subsequent transmittal to beneficial owners of Shares.

2. Acceptance for Payment and Payment for Shares.

Subject to the satisfaction or waiver by Purchaser (to the extent such waiver is permitted by applicable law and the terms of the Purchase Agreement) of allthe conditions to the Offer set forth in Section 15—“Certain Conditions of

9

Table of Contents

the Offer,” we will (and Stryker will cause us to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two(2) business days thereafter), accept for payment and (b) at or as promptly as practicable following the Acceptance Time (but in any event within two(2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered and notproperly withdrawn pursuant to the Offer as of the Acceptance Time. See Section 1—“Terms of the Offer.” During any Subsequent Offering Period (as itmay be extended by the Minority Exit Offering Period), we will immediately accept for payment and promptly pay for all additional Shares tendered duringsuch Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), subject to and in compliance with the requirements of Rule14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment forShares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and any other applicable foreign antitrust,competition, or merger control laws. See Section 16—“Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (a) if you are arecord holder and you hold Shares in book-entry form on the books of Wright’s transfer agent, (i) the Letter of Transmittal, properly completed and dulyexecuted and (ii) any other documents required by the Letter of Transmittal or (b) if your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Depositary at The Depository Trust Company (“DTC”), (i) the Letter of Transmittal, properly completedand duly executed, with any required signature guarantees, or an Agent’s Message (as defined below) in lieu of a Letter of Transmittal, (ii) a confirmationof a book-entry transfer (“Book-Entry Confirmation”) into the Depositary’s account at DTC of the Shares tendered by book-entry transfer (pursuant to theprocedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares”) and (iii) any other documents required by the Letter ofTransmittal. Accordingly, tendering shareholders may be paid at different times depending upon when the foregoing documents with respect to Shares areactually received by the Depositary. Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless ofany extension of the Offer, any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) or any delay in makingpayment for Shares.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered pursuant to the Offer and notproperly withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Onthe terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the OfferConsideration for such Shares with the Depositary, which will act as paying agent for tendering shareholders for the purpose of receiving payments from usand transmitting such payments to tendering shareholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in ouracceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rightsunder the Offer and the Purchase Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to theextent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4—“Withdrawal Rights” and as otherwise required byRule 14e-1(c) under the Exchange Act.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, such unpurchased Shares will bereturned, without expense, to the tendering shareholder (in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuantto the procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” by crediting such Shares to an account maintained atDTC), promptly following the expiration or termination of the Offer.

All questions as to the validity, form, eligibility (including time of receipt), and acceptance for payment, of any tender of Shares will be determinedby Purchaser, in its sole discretion, which determination will be final and binding upon the tendering party.

10

Table of Contents

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unlessand until the Shares to which such Notice of Guaranteed Delivery relates and any other required documents are received by the Depositary priorto the Expiration Time.

3. Procedures for Accepting the Offer and Tendering Shares.

Tenders. In order for Shares to be validly tendered pursuant to the Offer, Wright shareholders must follow these procedures:

• If you are a record holder and you hold Shares in book-entry form on the books of Wright’s transfer agent, the following must be received bythe Depositary at one of its addresses set forth in the Letter of Transmittal prior to the Expiration Time (unless the tender is made during anySubsequent Offering Period, as it may be extended by the Minority Exit Offering Period, in which case the required documents must bereceived prior to the expiration of the Subsequent Offering Period or, if applicable, the Minority Exit Offering Period): (a) the Letter ofTransmittal, properly completed and duly executed and (b) any other documents required by the Letter of Transmittal.

• If your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Depositary at DTC,the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal prior to the Expiration Time(unless the tender is made during any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period, in which casethe required documents must be received prior to the expiration of the Subsequent Offering Period or, if applicable, the Minority Exit OfferingPeriod): (a) the Letter of Transmittal, properly completed and duly executed, or an Agent’s Message (as defined below); (b) a Book-EntryConfirmation (as defined under Section 2—“Acceptance for Payment and Payment for Shares”); and (c) any other documents required by theLetter of Transmittal.

• If you cannot complete the procedure for delivery by book-entry transfer on a timely basis, or you otherwise cannot deliver all requireddocuments to the Depositary prior to the Expiration Time, you may be able to tender your Shares using the enclosed Notice of GuaranteedDelivery. For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Time andmust then receive the missing items within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.Please contact Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”) for assistance.

• If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer,commercial bank, trust company or other nominee and give instructions that your Shares be tendered.

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation,stating that DTC has received an express acknowledgment from the participant in DTC tendering Shares that are the subject of such Book-EntryConfirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce suchagreement against such participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computerterminal maintained at the Depositary’s office.

Book-Entry Transfer. The Depositary will establish an account with respect to Shares at DTC for purposes of the Offer within two (2) business days afterthe date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causingDTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery ofShares may be effected through book-entry transfer at DTC, either the Letter of Transmittal, properly completed and duly executed, together with anyrequired signature guarantees, or an Agent’s Message, and any other required documents, must, in any case, be received by the Depositary at one of itsaddresses set

11

Table of Contents

forth on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering shareholder must comply with the guaranteed deliveryprocedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

Guarantee of Signatures. No signature guarantee is required on the Letter of Transmittal if: (a) the Letter of Transmittal is signed by the registered holder(s)(which term, for purposes of this Section 3, includes any participant in DTC’s system whose name appears on a security position listing as the owner ofShares) of Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled“Special Payment Instructions” on the Letter of Transmittal; or (b) Shares are tendered for the account of a financial institution (including most commercialbanks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized Medallion Program approved by theSecurities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion SignatureProgram and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). In all other cases, all signatures on a Letter of Transmittal must beguaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal.

Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer but such shareholder cannot deliver the required documents to theDepositary prior to the Expiration Time, or such shareholder cannot complete the procedure for delivery by book-entry transfer prior to the ExpirationTime, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

• such tender is made by or through an Eligible Institution;

• a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, is receivedprior to the Expiration Time by the Depositary as provided below; and

• the following must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal within two (2) Nasdaq tradingdays after the date of execution of such Notice of Guaranteed Delivery: (a) a properly completed and duly executed Letter of Transmittal (or,alternatively an Agent’s Message in the case of tendering Shares held in “street” name by book-entry transfer), (b) a Book-Entry Confirmationwith respect to all tendered Shares (in the case of tendering Shares held in “street” name by book-entry transfer) and (c) all other documentsrequired by the Letter of Transmittal, if any.

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unlessand until Shares to which such Notice of Guaranteed Delivery relates and the required documents are received by the Depositary prior to theExpiration Time. The Notice of Guaranteed Delivery may be delivered by courier or transmitted by facsimile transmission (but only by EligibleInstitutions) or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of GuaranteedDelivery made available by Purchaser. In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by aparticipant by means of the confirmation system of DTC.

The method of delivery of the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk ofthe tendering shareholder, and the delivery of all such documents will be deemed made only when actually received by the Depositary (including,in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested,properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Time.

Irregularities. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s acceptance of theterms and conditions of the Offer, as well as the tendering shareholder’s

12

Table of Contents

representation and warranty that such shareholder has the full power and authority to tender and transfer the Shares tendered, as specified in the Letter ofTransmittal, and that when Purchaser accepts the Shares for payment, it will acquire good, marketable and unencumbered title, free and clear of all liens,restrictions, charges and encumbrances and not subject to any adverse claims. Purchaser’s acceptance for payment of Shares tendered pursuant to the Offerwill constitute a binding agreement between the tendering shareholder and Purchaser on the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender ofShares will be determined by Purchaser, in its sole discretion.

Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of, or payment for,which may, in the opinion of Purchaser’s counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender ofany Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shareswill be deemed to have been validly made until all defects and irregularities have been waived or cured within such time as Purchaser may determine. Noneof Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in tenders orincur any liability for failure to give any such notice.

Appointment. By executing the Letter of Transmittal as set forth above, the tendering shareholder will irrevocably appoint designees of Purchaser as suchshareholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of suchshareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by Purchaser and with respect to any and all otherShares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable andcoupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment Shares tenderedby such shareholder as provided in this Offer to Purchase. Upon such appointment, all prior powers of attorney, proxies and consents given by suchshareholder with respect to such Shares or other securities or rights will, without further action, be revoked, and no subsequent powers of attorney, proxies,consents or revocations may be given by such shareholder (and, if given, will not be deemed effective). The designees of Purchaser will thereby beempowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, with respect to anyannual or extraordinary general meeting of Wright shareholders or otherwise, as they in their sole discretion deem proper. Purchaser reserves the right torequire that, in order for Shares to be deemed validly tendered, immediately upon its acceptance for payment of such Shares, Purchaser or its designees mustbe able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and other related securitiesor rights, including voting at any meeting of Wright shareholders.

U.S. Federal Income Tax Information Reporting and Backup Withholding. Payments made to shareholders of Wright in the Offer or the Post-OfferReorganization generally will be subject to U.S. federal income tax information reporting and may be subject to backup withholding. To avoid backupwithholding, a U.S. shareholder should complete and return the Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, certifyingthat (a) such shareholder is a U.S. person, (b) the taxpayer identification number provided is correct and (c) such shareholder is not subject to backupwithholding. Non-U.S. shareholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from theDepositary or at www.irs.gov, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which IRS Form W-8 isappropriate. See the Letter of Transmittal for more information.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a shareholder’sU.S. federal income tax liability and may entitle such shareholder to a refund, provided the required information is timely furnished in the appropriatemanner to the IRS.

13

Table of Contents

4. Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable.

Shares tendered pursuant to the Offer may be properly withdrawn at any time prior to the Expiration Time. In addition, pursuant to Section 14(d)(5) of theExchange Act, Shares may be withdrawn at any time after February 11, 2020, which is the sixtieth (60th) day after the date of the commencement of theOffer, unless Purchaser has accepted for payment the Shares validly tendered in the Offer.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addressesset forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to bewithdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tenderedsuch Shares. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offerand Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

If Purchaser extends the Offer, is delayed in its acceptance for payment of or payment (whether before or after its acceptance for payment for Shares) forShares, or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to its rights under the Offer and the PurchaseAgreement, the Depositary may retain tendered Shares on Purchaser’s behalf, and such Shares may not be withdrawn except to the extent that tenderingshareholders are entitled to withdrawal rights as described herein.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes ofthe Offer. However, withdrawn Shares may be re-tendered again by following one of the procedures described in Section 3—“Procedures for Accepting theOffer and Tendering Shares” at any time prior to the Expiration Time.

No withdrawal rights will apply to Shares tendered during any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) andno withdrawal rights apply during any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) with respect to Sharestendered in the Offer and accepted for payment. See Section 1—“Terms of the Offer.”

Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal.Purchaser also reserves the absolute right to waive any defect or irregularity in the withdrawal of any Shares by any particular shareholder,regardless of whether or not similar defects or irregularities are waived or not waived in the case of other shareholders. None of Purchaser, theDepositary, the Information Agent, or any other person will be under any duty to give notice of any defects or irregularities in any notice ofwithdrawal or incur any liability for failure to give any such notification.

5. Certain Material Tax Consequences.

5A. U.S. Federal Income Tax Consequences.

The following is a summary of certain U.S. federal income tax consequences of the Offer and the Post-Offer Reorganization to U.S. Holders (as definedbelow) of Wright whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are not tendered but who receive cash in thePost-Offer Reorganization. The summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposedand temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactiveeffect. Any such changes could affect the accuracy of the statements and conclusions set forth in this discussion. Purchaser has not sought, and does notcurrently intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and noassurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event oflitigation.

14

Table of Contents

The summary applies only to U.S. Holders who hold their Shares as capital assets within the meaning of Section 1221 of the Code. The summary is not acomplete description of all of the tax consequences of the Offer or the Post-Offer Reorganization and in particular, does not address many of the taxconsiderations that may be relevant to a holder of Shares in light of such holder’s particular circumstances or that may be applicable to holders of Sharesthat may be subject to special tax rules, including, without limitation: small business investment companies; banks, certain financial institutions or insurancecompanies; real estate investment trusts, regulated investment companies or grantor trusts; dealers or traders in securities, commodities or currencies;persons that mark their securities to market; cooperatives; tax-exempt entities; retirement plans; certain former citizens or long-term residents of the UnitedStates; persons that received Shares as compensation for the performance of services; persons that hold Shares as part of a “hedging,” “integrated” or“conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes; partnerships (including entities classified as partnerships forU.S. federal income tax purposes) or other pass-through entities, or holders that hold Shares through such an entity; S-corporations; persons whosefunctional currency is not the U.S. dollar; persons that own directly, indirectly, or through attribution ten percent (10%) or more of the voting power orvalue of the outstanding Shares; persons holding Shares in connection with a trade or business conducted outside the United States; controlled foreigncorporations within the meaning of Section 957 of the Code; or passive foreign investment companies within the meaning of Section 1297 of the Code(each, a “PFIC”). Moreover, this summary does not address the U.S. federal estate, gift, unearned income Medicare contribution, alternative minimum taxand any other applicable non-income tax laws, or any applicable state, local or non-U.S. tax laws.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is (a) an individualwho is a citizen or resident of the United States; (b) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created ororganized under the laws of the United States, or of any state or the District of Columbia; (c) an estate, the income of which is subject to U.S. federalincome tax regardless of its source; or (d) a trust, if (i) a court within the United States is able to exercise primary supervision over the trust’s administrationand one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Code, have authority to control all of the trust’s substantial decisions or(ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.This discussion does not address the tax consequences to persons who are not U.S. Holders.

If a partnership, or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Shares, the tax treatment of a persontreated as a partner in such partnership generally will depend upon the status of the partner and the partnership’s activities. Accordingly, partnerships orother entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and persons treated as partners in such entities, are urged toconsult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and the Post-Offer Reorganization.

WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE OFFER AND THEPOST-OFFER REORGANIZATION, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN INCOME,AND OTHER TAX LAWS IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

The Receipt of Cash in Exchange for Shares Pursuant to the Offer.

The exchange of Shares by U.S. Holders for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S.Holder who exchanges Shares for cash pursuant to the Offer will recognize gain or loss for U.S. federal income tax purposes in an amount equal to thedifference, if any, between the amount of cash received (determined before the deduction, if any, of any withholding tax) in exchange for Shares pursuant tothe Offer and the U.S. Holder’s adjusted tax basis in such Shares. Any such gain or loss will be long-term capital gain or loss if a U.S. Holder’s holdingperiod for such Shares is more than one year. Long-term capital gain recognized by certain non-corporate U.S. Holders, including individuals, is generallysubject to

15

Table of Contents

U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized pursuant to the Offer is subject to certain limitations. If a U.S.Holder acquired different blocks of Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding periodseparately with respect to each block of Shares.

The foregoing assumes that Wright is not currently, and has not been a PFIC, for U.S. federal income tax purposes. In general, the test for determiningwhether Wright is or has been a PFIC is applied annually and is based upon the composition of Wright’s and certain of its affiliates’ income and assets forsuch taxable year. If Wright were a PFIC in the current taxable year or in any prior taxable year in which the tendering U.S. Holder has held the Shares, thensuch U.S. Holder generally would be subject to adverse U.S. federal income tax consequences with respect to gain recognized on any sale or exchange ofsuch Shares, including an exchange of such Shares pursuant to the Offer, unless such U.S. Holder has in effect certain elections, such as the mark-to-marketelection. U.S. Holders should consult their own tax advisors concerning whether Wright is or has been a PFIC for any given taxable year during which suchU.S. Holder has owned Shares and the tax consequences of tendering Shares pursuant to the Offer.

Receipt of Cash in Exchange for Shares Pursuant to the Post-Offer Reorganization.

The U.S. federal income tax consequences of the Post-Offer Reorganization will depend on the exact manner in which it is carried out. However, if a U.S.Holder receives cash for Shares in the Compulsory Acquisition, the Second Step Distribution or the Mergers, the U.S. federal income tax consequences tosuch U.S. Holder would generally be the same as described above.

Foreign Tax Credit. A U.S. Holder may be subject to Dutch dividend withholding tax (dividendbelasting), as further described in Section 5B—“CertainDutch Tax Aspects of the Asset Sale and Liquidation.” Gain or loss, if any, recognized by a U.S. Holder as a result of the cash received for Shares pursuantto the Offer or the Post-Offer Reorganization will generally be treated as U.S. source gain or loss, as the case may be. Consequently, you may not be able touse the foreign tax credit arising from the Dutch dividend withholding tax (dividendbelasting) on the exchange of the Shares unless such credit can beapplied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Alternatively, you may take a deductionfor any Dutch dividend withholding tax (dividendbelasting) imposed if you do not elect to claim a foreign tax credit for any foreign taxes paid during thetaxable year. The calculation of deductions and U.S. foreign tax credits involves the application of complex rules and limitations may apply. Each U.S.Holder should consult its own tax advisor concerning the tax consequences of exchanging Shares pursuant to the Post-Offer Reorganization.

Information Reporting and Backup Withholding.

A U.S. Holder who exchanges Shares pursuant to the Offer or the Post-Offer Reorganization is subject to information reporting and may be subject tobackup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3—“Procedures for Accepting the Offerand Tendering Shares.”

5B. Certain Dutch Tax Consequences.

The following is a summary of certain material Dutch tax consequences of the Offer and the Post-Offer Reorganization for the shareholders of Wrightwhose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are not tendered but who receive cash in the Post-OfferReorganization. It does not address tax consequences applicable to holders of Wright Stock Options, Wright RSUs or Wright PSUs (each as defined below).The summary is for general information only and does not consider all possible tax considerations or consequences that may be relevant to all categories ofinvestors, some of which may be subject to special treatment under applicable law (such as trusts or other similar arrangements). Shareholders are expresslyurged to consult with their tax advisors with regard to the tax consequences of tendering their Shares pursuant to the Offer and the Post-OfferReorganization.

16

Table of Contents

Please note that this summary does not describe the tax considerations for:

(a) Wright shareholders, if such shareholders, or in the case of individuals, his/her partner, certain other relatives or certain persons sharinghis/her household, alone or together, directly or indirectly have a substantial interest (aanmerkelijk belang) or deemed substantial interest(fictief aanmerkelijk belang) in Wright under the Dutch Personal Income Tax Act 2001 (Wet inkomstenbelasting 2001) or the Dutch CorporateIncome Tax Act 1969 (Wet op de vennootschapsbelasting 1969). In general, a substantial interest in Wright is considered present if theshareholder, or in the case of individuals, his/her partner, certain other relatives or certain persons sharing his/her household, alone or together,directly or indirectly holds shares representing five percent (5%) or more of the total issued and outstanding capital (or the issued andoutstanding capital of any class of shares) of Wright and/or is entitled to five percent (5%) of Wright’s annual profit, and/or five percent (5%)of the proceeds upon liquidation of Wright. A deemed substantial interest arises if a substantial interest (or part thereof) has been disposed of,or is deemed to have been disposed of, on a non-recognition basis.

(b) Wright shareholders that are corporate legal entities that derive benefits from the Shares that are exempt under the participation exemptionregime (deelnemingsvrijstelling) or that qualify for participation credit (deelnemingsverrekening) as laid down in the Dutch Corporate IncomeTax Act 1969 or would have been exempt under the participation exemption regime if such shareholder were a taxpayer in the Netherlands. Ingeneral, an interest of five percent (5%) or more in the nominal paid-up share capital of Wright should either qualify for the participationexemption regime or the participation credit regime. A shareholder may also have a qualifying participation if such Wright shareholder doesnot have a five percent (5%) interest but a related entity (a statutorily defined term) does, or if Wright is a related entity (a statutorily definedterm) of the Wright shareholder.

(c) Wright shareholders who are individuals and for whom the Shares or any benefit derived from the Shares are attributable to a membership of a

management board or a supervisory board, an employment relationship or a deemed employment relationship, the income from which istaxable in the Netherlands.

(d) Pension funds, investment institutions (fiscale beleggingsinstellingen), exempt investment institutions (vrijgestelde beleggingsinstellingen)and other entities that are not subject to or are exempt (in full or in part) from corporate income tax in the Netherlands or any other state.

(e) Wright shareholders who or that are not considered the beneficial owner (uiteindelijk gerechtigde) of these Shares or the benefits derived fromor realized in respect of these Shares.

This summary only addresses the Dutch national tax legislation and published regulations, as in effect on the date of this Offer to Purchase and asinterpreted in published case law until this date, without prejudice to any amendment introduced at a later date and implemented with or without retroactiveeffect.

Where this summary refers to the Netherlands, such reference is restricted to the part of the Kingdom of the Netherlands that is situated in Europe and thelegislation applicable in that part of the Kingdom of the Netherlands.

Certain Dutch Tax Consequences of the Offer and the Post-Offer Reorganization.

Dutch dividend withholding tax.

No Dutch dividend withholding tax (dividendbelasting) is due upon a disposal of the Shares pursuant to the Offer.

Dutch Resident Individual Shareholders.

An individual shareholder who is resident or deemed to be resident in the Netherlands for Dutch tax purposes will be subject to Dutch personal income tax(inkomstenbelasting) on any gains realized (i.e., the difference, if

17

Table of Contents

any, between the amount of cash received and the tax book value) in respect of the Shares tendered pursuant to the Offer, or as a result of the CompulsoryAcquisition, the Asset Sale and Liquidation or the Mergers at progressive rates up to a maximum of fifty-two percent (52%) if:

(a) the Shares are attributable to an enterprise from which the individual derives a share of the profit, whether as an entrepreneur (ondernemer) or

as a person who has a co-entitlement to the net worth (medegerechtigd tot het vermogen) of such enterprise, without being an entrepreneur ora shareholder as defined in the Dutch Personal Income Tax Act 2001; or

(b) such income or capital gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which includes activitieswith respect to the Shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer).

If the above mentioned conditions (a) and (b) do not apply to an individual shareholder, the Shares held by such individual shareholder will be taxed underthe regime for savings and investments (inkomen uit sparen en beleggen). Irrespective of the actual income or capital gains realized in respect of the Sharestendered pursuant to the Offer (including during the Subsequent Offer Period) or pursuant to the Post-Offer Reorganization, the annual taxable benefit of theassets and liabilities of a Dutch Individual that are taxed under this regime, including the Shares, is set at a percentage of the positive balance of the fairmarket value of these assets, including the Shares, and the fair market value of these liabilities. For 2019, the percentage increases (the expected rates andamounts for 2020, which are subject to approval by the Dutch Senate, have been placed between brackets):

(a) from 1.94% (1.8% for 2020) of this positive balance up to €71,650 (€72,797 for 2020);

(b) to 4.45% (4.22% for 2020) of this positive balance of €71,651 (€72,798 for 2020) up to €989,736 (€1,005,572 for 2020); and

(c) to a maximum of 5.60% (5.33% for 2020) of this positive balance of €989.737 (€1,005.573 for 2020) or higher.

These percentages will be reassessed every year. No taxation occurs if this positive balance does not exceed a certain threshold (heffingvrij vermogen). Thefair market value of assets, including the Shares, and liabilities that are taxed under this regime is measured, in general, exclusively on January 1st of everycalendar year. The tax rate under the regime for savings and investments is a flat rate of thirty percent (30%). The actual benefits derived (including profitdistributions and capital gains) are not as such subject to Dutch personal income tax.

Dutch Resident Corporate Shareholders.

A shareholder that is an entity (including an association, partnership and mutual fund, in each case to the extent taxable as a corporate entity) and who isresident or deemed to be resident in the Netherlands for Dutch corporate income tax purposes will generally be subject to Dutch corporate income tax onany gains realized in respect of the Shares tendered pursuant to the Offer or as a result of the Compulsory Acquisition, the Asset Sale and Liquidation or theMergers, up to a maximum rate of twenty-five percent (25%).

Non-Dutch Resident Shareholders.

A shareholder that is not a resident or deemed to be a resident of the Netherlands will not be subject to Dutch corporate income tax or personal income taxon any gains realized as a result of the tendering of Shares pursuant to the Offer, as a result of the Compulsory Acquisition, the Asset Sale and Liquidationor the Mergers, provided that:

(a) in the case of a non-Dutch resident shareholder that is not an individual, such shareholder (i) does not derive profits from an enterprise that is,

in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanentestablishment or

18

Table of Contents

permanent representative the Shares are attributable or (ii) is not, other than by way of securities, entitled to a share in the profits of anenterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which enterprise theShares are attributable; or

(b) in the case of a non-Dutch resident shareholder that is an individual, such shareholder (i) does not derive profits from an enterprise or aninterest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in theNetherlands to which permanent establishment or permanent representative the Shares are attributable, (ii) does not realize income or gainswith respect to the Shares that qualify as income from miscellaneous activities in the Netherlands, which include activities with respect to theShares that exceed regular, active portfolio management or (iii) is not, other than by way of securities, entitled to a share in the profits of anenterprise that is effectively managed in the Netherlands and to which enterprise the Shares are attributable.

In the case of a non-Dutch resident shareholder that is taxable in the Netherlands, such shareholder will generally be taxed in the same way as comparableDutch resident taxpayers, as described above.

Other Taxes and Duties.

No Dutch value added tax and no Dutch registration tax, customs duty, stamp duty or any other similar documentary tax or duty will be payable by ashareholder on any payment pursuant to the Offer, the Compulsory Acquisition, the Asset Sale and Liquidation or the Mergers.

Certain Other Dutch Tax Aspects Specific to the Post-Offer Reorganization.

Mergers.

Stryker and Purchaser have no current intention to require the deduction and withholding of any Dutch dividend withholding tax (dividendbelasting) inrespect of any amounts payable upon completion of the Mergers to any Wright shareholders who did not tender their Shares pursuant to the Offer and whodo not exercise any Merger Withdrawal Right (as defined below), but such tax deduction and withholding will take place to the extent required under Dutchtax law.

In the event that a Wright shareholder exercises a Merger Withdrawal Right, then any cash compensation paid to such withdrawing Wright shareholder willbe subject to Dutch dividend withholding tax (dividendbelasting) at the statutory rate of 15% to the extent that the amount of the cash compensation exceedsthe average paid-in capital on the Shares as recognized for Dutch dividend withholding tax purposes subject to any exemption, reduction or refund that maybe available to such withdrawing Wright shareholder. As a result, the net amount received by such withdrawing Wright shareholder may be lower than theamount that they would have received had they tendered their Shares pursuant to the Offer (including during any Subsequent Offering Period).

Asset Sale and Liquidation.

If the Asset Sale and Liquidation are implemented, Dutch dividend withholding tax (dividendbelasting) will be due at the statutory rate of 15% to the extentthat the amount of the Second Step Distribution exceeds the average paid-in capital on the Shares as recognized for Dutch dividend withholding taxpurposes (which amount may be subject to an advance tax clearance by the Dutch tax authorities on the amount of paid-in capital on the Shares asrecognized for Dutch dividend withholding tax purposes), subject to any exemption, reduction or refund that may be available to a Wright shareholder underDutch domestic tax law, tax treaties entered into by the Netherlands or European Union law.

Shareholders who are a resident or deemed to be resident in the Netherlands for Dutch tax purposes, can generally credit the Dutch dividend withholding taxagainst their Dutch personal income tax or corporate income tax liability and are entitled to a refund to the extent the Dutch dividend withholding taxexceeds the amount of the Dutch personal income tax or corporate income tax otherwise payable.

19

Table of Contents

Compulsory Acquisition.

If the Compulsory Acquisition is implemented, no Dutch dividend withholding tax (dividendbelasting) will be due upon a disposal of the Shares pursuant tothe Compulsory Acquisition.

6. Price Range of Shares; Dividends.

The Shares currently trade on the Nasdaq under the ticker symbol “WMGI.” Wright has advised Stryker and Purchaser that, as of the close of business onDecember 11, 2019, 128,533,733 Shares were outstanding.

The following table sets forth, for the quarters indicated, the high and low sales prices per Share on the Nasdaq with respect to the years endedDecember 31, 2017 and December 31, 2018 and, with respect to the year ended December 31, 2019, through December 12, 2019, using Share data reportedby Nasdaq.

Year Ended December 31, 2017 High Low First Quarter $31.31 $22.14 Second Quarter 31.53 25.49 Third Quarter 29.89 25.14 Fourth Quarter 27.62 22.18

Year Ended December 31, 2018 First Quarter $24.75 $19.04 Second Quarter 27.32 19.01 Third Quarter 29.50 24.10 Fourth Quarter 30.75 24.72

Current year First Quarter $32.86 $26.45 Second Quarter 32.83 27.28 Third Quarter 30.06 19.04 Fourth Quarter (through December 12, 2019) 30.00 19.09

On November 1, 2019, the last full trading day prior to the public announcement of the signing of the Purchase Agreement, the reported closing price of theShares on the Nasdaq was $22.01 per Share. On December 12, 2019, the last full trading day before the commencement of the Offer, the reported closingprice of the Shares on the Nasdaq was $29.44 per Share. Shareholders are urged to obtain a current market quotation for the Shares.

According to Wright’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018, Wright has not previously declared or paid cashdividends and has no plans to declare or pay any dividends in the near future.

7. Certain Information Concerning Wright.

Except as specifically set forth in this Offer to Purchase, the information concerning Wright contained in this Offer to Purchase has been taken from or isbased upon information furnished by Wright or its representatives or upon publicly available documents and records on file with the SEC and other publicsources. The summary information set forth below is qualified in its entirety by reference to Wright’s public filings with the SEC (which may be obtainedand inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports andother publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and recordsare untrue. However, none of Purchaser or any of its affiliates or assigns, the Information Agent or the Depositary assumes any responsibility for theaccuracy or completeness of the information concerning Wright, whether furnished by Wright or contained in such documents and records, or for anyfailure by Wright to disclose events that may have occurred or that may affect the significance or accuracy of any such information that is unknown toPurchaser or any of its affiliates or assigns, the Information Agent or the Depositary, as applicable.

20

Table of Contents

General. Wright’s legal name is Wright Medical Group N.V. and its commercial name is “Wright.” Wright is incorporated in the Netherlands as a Dutchpublic company with limited liability (naamloze vennootschap). Wright is a global medical device company focused on extremities and biologics. Wright’sofficial registered office and principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, telephone number+31 20 521 4777. The Shares are traded on the Nasdaq under the symbol “WMGI.”

Available Information. The Shares are registered under the Exchange Act. Accordingly, Wright is subject to the information reporting requirements of theExchange Act and, in accordance therewith, is required to file periodic reports with the SEC and to file other information with the SEC relating to itsbusiness, financial condition and other matters. You may review a copy of any such reports, statements or other information on the internet websitemaintained by the SEC at www.sec.gov.

Wright Medical Group N.V. Financial Projections. Wright provided Stryker with certain internal financial projections of its anticipated future operations.Such financial projections are described in Wright’s Schedule 14D-9, which will be filed with the SEC and is being mailed to Wright shareholderscontemporaneously with this Offer to Purchase.

8. Certain Information Concerning Stryker and Purchaser.

Stryker.

Stryker is a Michigan corporation. Stryker is one of the world’s leading medical technology companies and, together with its customers, is driven to makehealthcare better. Stryker offers innovative products and services in orthopaedics, medical and surgical, and neurotechnology and spine that help improvepatient and hospital outcomes. Stryker’s common stock is traded on the New York Stock Exchange under the symbol “SYK.”

Purchaser.

Purchaser is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands.Purchaser was formed for the purpose of negotiating the Purchase Agreement and structuring and effecting the transactions contemplated thereby, includingthe Offer and the Post-Offer Reorganization. Purchaser is a direct, wholly owned subsidiary of Stryker Delaware, Inc., a Delaware corporation (“StrykerDelaware”).

Stryker Delaware.

Stryker Delaware is a Delaware corporation. Stryker Delaware was formed for the purpose of structuring and effecting the transactions contemplated by thePurchase Agreement, including the Offer and the Post-Offer Reorganization. Stryker Delaware is a direct, wholly owned subsidiary of Stryker.

The address of Stryker’s and Stryker Delaware’s principal executive offices is 2825 Airview Boulevard, Kalamazoo, Michigan, USA, and the telephonenumber at such address is +1 (269) 385-2600. The address of Purchaser’s principal executive offices is Herikerbergweg 145, Mercurius Building, 2nd floor,1101 CN, Amsterdam, the Netherlands, and the telephone number at such address is +31 20 808 3777. The name, citizenship, business address, presentprincipal occupation or employment, and five-year employment history of each of the directors, executive officers, or managers of Stryker, StrykerDelaware and Purchaser (collectively, the “Stryker Entities”) are set forth in Schedule I to this Offer to Purchase.

During the last five (5) years, none of the Stryker Entities or, after due inquiry and to the best knowledge and belief of Stryker and Purchaser, any of thepersons listed in Schedule I to this Offer to Purchase (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)or (b) was a party to

21

Table of Contents

any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or finalorder enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation ofU.S. federal or state securities laws.

Except as described elsewhere in this Offer to Purchase (including Schedule I to this Offer to Purchase), (a) none of the Stryker Entities or, after due inquiryand to the best knowledge and belief of Stryker and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of Stryker or Purchaser or any of the persons so listed, beneficially owns or has any right to acquire, directly or indirectly, any Shares and(b) none of Purchaser or, after due inquiry and to the best knowledge and belief of Purchaser, any of the persons or entities referred to in clause (a) above orany of their executive officers, directors, or subsidiaries has effected any transaction in respect of any Shares during the sixty (60)-day period preceding thedate of this Offer to Purchase.

Except as described elsewhere in this Offer to Purchase, (a) none of the Stryker Entities or, after due inquiry and to the best knowledge and belief of Strykerand Purchaser, any of the persons listed in Schedule I to this Offer to Purchase has any contract, arrangement, understanding or relationship with any otherperson with respect to any securities of Wright (including, but not limited to, any contract, arrangement, understanding or relationship concerning thetransfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or thegiving or withholding of proxies, consents or authorizations) and (b) during the two (2)-year period preceding the date of this Offer to Purchase, there havebeen no transactions that would require reporting under the rules and regulations of the SEC applicable to the Offer between any of the Stryker Entities orany of their affiliates or, after due inquiry and to the best knowledge and belief of Stryker and Purchaser, any of the persons listed in Schedule I to this Offerto Purchase, on the one hand, and Wright or any of its executive officers, directors and/or affiliates, on the other hand.

Except as set forth in this Offer to Purchase, none of the Stryker Entities or, after due inquiry and to the best knowledge and belief of Stryker and Purchaser,any of the persons listed in Schedule I hereto has had any business relationship or transaction with Wright or any of its executive officers, directors oraffiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, therehave been no contacts, negotiations or transactions between Stryker or any of its subsidiaries or, after due inquiry and to the best knowledge and belief ofStryker and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Wright or its affiliates, on the other hand,concerning a merger, consolidation or acquisition, tender offer or other acquisition of any class of Wright’s securities, an election of Wright’s directors, or asale or other transfer of a material amount of assets of Wright during the past two (2) years.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, Stryker has filed with the SEC a Tender Offer Statement on Schedule TO (the“Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. You may review a copy of the Schedule TO and the exhibitsthereto on the internet website maintained by the SEC at www.sec.gov.

9. Source and Amount of Funds.

The Offer is not conditioned upon Purchaser obtaining financing to fund the purchase of Shares pursuant to the Offer and to fund the Post-OfferReorganization. We believe the financial condition of Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Sharespursuant to the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing conditionand (c) if we consummate the Offer and not all outstanding Shares are tendered pursuant to the Offer or during any Subsequent Offering Period (as it maybe extended by the Minority Exit Offering Period), while we or Stryker may elect to effectuate or cause to be effectuated a Post-Offer Reorganization, wehave no plans to offer

22

Table of Contents

any of our securities to effectuate the Post-Offer Reorganization. The steps we may take to effectuate the Post-Offer Reorganization include (but are notlimited to):

• subject to (a) the approval of the Asset Sale Resolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) the AcceptanceTime having occurred and the Reorganization Threshold having been achieved, the Liquidation and the Second Step Distribution, wherebyeach non-tendering Wright shareholder will receive cash in an amount equal to the Offer Consideration, without interest and less applicablewithholding taxes, for each Share then owned by such non-tendering Wright shareholder;

• subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) the AcceptanceTime having occurred and the Reorganization Threshold having been achieved, complete the Mergers, whereby any Wright shareholders whodid not tender their Shares pursuant to the Offer will no longer have any equity interest in the surviving entities from such Mergers and willultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amount equal to the OfferConsideration. Such amount would be without interest and less applicable withholding taxes. Stryker and Purchaser have no current intentionto require the deduction and withholding of any amounts under any tax law, but such tax deduction and withholding will take place to theextent required under applicable tax law; and

• if permissible under applicable law, commencing the Compulsory Acquisition, whereby the Dutch Court will determine in its sole discretion

the price to be paid for the non-tendered Shares, which price may be greater than, equal to or less than the Offer Consideration. Such price willbe increased by Dutch Statutory Interest accrued at the rate applicable in the Netherlands (currently two percent (2%) per annum).

We estimate that the total amount of funds required for Purchaser to purchase all outstanding Shares in the Offer and to consummate the other transactionscontemplated by the Purchase Agreement, pay related transaction fees and expenses and pay or refinance certain outstanding debt of Wright, including itsoutstanding convertible notes, in connection with the consummation of the Offer and the other transactions contemplated by the Purchase Agreement, willbe approximately $5.4 billion. We anticipate funding such cash requirements from a combination of sources, including (a) available cash and cashequivalents of Stryker and its subsidiaries, (b) proceeds from the sale of debt securities and/or (c) bank or other debt financings.

A portion of Stryker’s available cash was received on December 3, 2019 from the public offering by Stryker of (a) €850,000,000 aggregate principalamount of 0.250% Notes due 2024 (the “2024 Notes”), (b) €800,000,000 aggregate principal amount of 0.750% Notes due 2029 (the “2029 Notes”) and (c)€750,000,000 aggregate principal amount of 1.000% Notes due 2031 (the “2031 Notes” and, collectively with the 2024 Notes and 2029 Notes, the “Notes”).Stryker is required to redeem the 2024 Notes and the 2031 Notes in whole and not in part at a special mandatory redemption price equal to 101% of theaggregate principal amount of such series, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date, if Stryker doesnot consummate the Offer on or prior to February 4, 2021, or if, at any time prior to such date, Purchase Agreement is terminated.

Stryker may redeem any series of the Notes at its option, in whole, but not in part, for cash, at any time prior to their respective maturities at a price equal to100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date, if certain tax eventsoccur that would obligate the Company to pay additional amounts as described in the indenture governing the Notes. In addition, Stryker may redeem eachof the 2024 Notes, 2029 Notes and 2031 Notes prior to their respective maturities at its option for cash, any time in whole or from time to time in part, atredemption prices that include accrued and unpaid interest and the applicable make-whole premium, as specified in the indenture governing the Notes.

The indenture governing the Notes contains covenants that limit Stryker’s ability to, among other things, incur certain liens securing indebtedness, engagein certain sale and leaseback transactions, and enter into certain

23

Table of Contents

consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. Subject to certain limitations, in the event of theoccurrence of both (a) a change of control of the Company and (b) a downgrade of the Notes below investment grade rating by both Moody’s Investors’Services, Inc. and Standard & Poor’s Ratings Services within a specified time period, Stryker will be required to make an offer to purchase the Notes at aprice equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.

Nothing herein is or will be deemed to be an offer or sale of securities, which offering or sale may only be made pursuant to appropriate offeringdocumentation.

10. Background of the Offer; Past Contacts or Negotiations with Wright.

The following chronology summarizes the key meetings and events between representatives of Stryker and Purchaser and representatives of Wright that ledto the signing of the Purchase Agreement. The following chronology does not purport to catalogue every conversation among representatives of Stryker,Purchaser and Wright. For a review of Wright’s additional key activities that led to the signing of the Purchase Agreement, please refer to Wright’sSchedule 14D-9 being mailed to Wright shareholders with this Offer to Purchase. For purposes of this discussion, “Stryker” refers to Stryker and its directand indirect subsidiaries, including but not limited to Purchaser.

Stryker regularly evaluates and considers strategic opportunities, including investments in and acquisitions of third party companies and technologies, andother business initiatives intended to create or enhance stockholder value. These reviews included, at times, consideration of a potential strategic transactionwith Wright.

On March 24, 2019, Kevin A. Lobo, Chairman and Chief Executive Officer of Stryker, and Gordon Van Ummersen, Vice President and General Manager,Extremities of Stryker played golf with Robert J. Palmisano, Wright’s President and Chief Executive Officer, and Lance A. Berry, Wright’s Executive VicePresident, Chief Financial and Operations Officer. During the game, Mr. Lobo stated to Mr. Palmisano that Stryker was evaluating potential businessdevelopment opportunities and may contact Wright in the summer of 2019 to discuss a potential strategic transaction. Mr. Lobo did not provide any furtherdetails about a potential transaction, including price, structure or other terms.

On July 16, 2019, Mr. Lobo contacted Mr. Palmisano to propose a meeting to discuss Stryker’s current analysis of Wright. Mr. Lobo stated that he wouldnot be making an offer during the meeting.

On August 12, 2019, Mr. Lobo and Mr. Palmisano held a breakfast meeting. During the meeting, Mr. Lobo confirmed his earlier statement that Strykerwould not make an offer to acquire Wright at that time and noted Stryker’s concerns about Wright’s financial performance and projections. Mr. Palmisanosuggested that a meeting between the companies’ respective chief financial officers could help Stryker better understand Wright’s longer-term financialoutlook.

On September 9, 2019, Glenn Boehnlein, Stryker’s Chief Financial Officer, and Katherine Owen, Stryker’s Vice President, Strategy and Investor Relations,attended a previously scheduled dinner meeting with Mr. Berry and Jason D. Asper, Wright’s Senior Vice President, Chief Digital Officer and head ofbusiness development, during which they discussed Wright’s publicly disclosed financial results and projections.

On September 11, 2019, Mr. Palmisano called Mr. Lobo to inform him that Wright had received a written proposal to acquire Wright and suggested that ifStryker was interested in acquiring Wright, it should submit a proposal prior to a September 19, 2019 meeting of the Wright Board. Mr. Lobo toldMr. Palmisano that he appreciated the call but that Stryker remained unlikely to make an offer at this time. Mr. Lobo did, however, commit to discuss apotential transaction internally and respond.

24

Table of Contents

On September 18, 2019, Mr. Lobo called Mr. Palmisano and informed him that after internal deliberations, Stryker proposed to acquire Wright for $30.00per share in cash, but Mr. Lobo did not propose additional terms for a potential transaction.

On September 22, 2019, Wright and Stryker entered into a confidentiality agreement, which included a 12-month standstill provision.

On September 24, 2019, Wright provided Stryker access to an electronic data room that included non-public information about Wright. BetweenSeptember 24, 2019 and October 18, 2019, representatives of Wright held in-person diligence meetings and calls with representatives of Stryker regardingvarious aspects of Wright’s business. Wright and its representatives also hosted visits at certain of its facilities, and responded to extensive diligencerequests, from representatives of Stryker.

On September 25, 2019, Wright sent a letter to Stryker outlining Wright’s process for evaluating a potential transaction, including that final price proposalswould be due on October 24, 2019.

On each of September 27, 2019 and October 3, 2019, representatives of Ropes & Gray LLP (“Ropes & Gray”), outside counsel to Wright, and Skadden,Arps, Slate, Meagher & Flom LLP (“Skadden”), outside counsel to Stryker, held telephonic meetings to discuss the structure of a potential transaction.

On October 7, 2019, representatives of Wright met with representatives of Stryker in Boston, Massachusetts to make presentations about Wright and to holddiligence sessions focused on specific functional areas of Wright.

On October 8, 2019, Ropes & Gray distributed a draft purchase agreement to Stryker. The draft agreement included, among other things, a termination feepayable by Wright in certain circumstances equal to 1% of Wright’s equity value and a commitment by the acquiror to take all actions necessary to obtainregulatory clearances for the transaction.

On October 21, 2019, Skadden, on behalf of Stryker, sent Ropes & Gray a revised draft of the purchase agreement. The revised draft purchase agreementprovided, among other things, that under certain circumstances Wright would owe Stryker a termination fee equal to 4.0% of the equity value of thetransaction (including all amounts payable with respect to Wright’s convertible notes), that the Wright Board would only be permitted to accept analternative acquisition proposal if such proposal was for a cash amount at least 10% greater than the value of the consideration offered by Stryker, and thatStryker’s obligation to divest assets in order to obtain regulatory clearances would be limited to divestitures of total ankle replacement products andservices.

On October 22, 2019, a representative of Wright sent an email to representatives of Stryker indicating certain key changes in the proposed purchaseagreement submitted by Stryker were not acceptable to Wright, including the amount of the termination fee, the incremental cash amount required for analternative proposal to be deemed a superior proposal that Wright could accept, and Stryker’s limited commitment to divest assets in order to obtainregulatory approvals.

On October 24, 2019, Stryker submitted a written proposal to acquire Wright for $30.25 per share in cash. Following the submission, a representative ofStryker called Mr. Palmisano to discuss the proposal. Mr. Palmisano expressed disappointment with the proposed price and proposed a price of $32.00 pershare. The representative of Stryker agreed to discuss the matter internally. Later that day, the same representative of Stryker called Mr. Palmisano againand said Stryker would increase its proposed purchase price to $30.50 per share in cash. Mr. Palmisano responded on the call with a proposal of $31.00 pershare, which the representative of Stryker also agreed to discuss internally.

On October 25, 2019, Mr. Lobo called Mr. Palmisano and agreed to increase Stryker’s proposal to $30.75 in cash, but stated Stryker was unwilling toincrease the proposed price further. Mr. Palmisano agreed to discuss this with the Wright Board and reiterated that closing certainty was a critical issue forWright.

25

Table of Contents

Between October 25, 2019 and November 3, 2019, representatives of Wright and Stryker, together with Ropes & Gray and Skadden, at the direction of theirrespective clients, negotiated the terms of the purchase agreement. Among the key areas of negotiation were Stryker’s commitment to divest assets in orderto obtain regulatory clearances; the material adverse effect definition; the Wright Board’s ability to accept a superior proposal and to change itsrecommendation, including whether a competing proposal must be for all cash consideration and at least a certain amount greater than Stryker’s proposedprice; and the size of the termination fee.

On Friday November 1, 2019, after the close of trading on Nasdaq, Bloomberg reported that Wright was exploring a sale.

On November 4, prior to the opening of trading on the U.S. stock markets, Wright and Stryker executed and delivered the Purchase Agreement and eachparty issued a press release announcing the proposed transaction.

11. The Purchase Agreement; Other Agreements.

The Purchase Agreement.

The following summary of certain provisions of the Purchase Agreement, and all other provisions of the Purchase Agreement discussed herein, arequalified by reference to the Purchase Agreement itself, which is filed as Exhibit (d)(1) to the Schedule TO filed with the SEC in connection with the Offerand is incorporated herein by reference. The Purchase Agreement may be reviewed on the internet website maintained by the SEC at www.sec.gov asdiscussed in Section 8—“Certain Information Concerning Stryker and Purchaser.” Shareholders and other interested parties should read the PurchaseAgreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have therespective meanings set forth in the Purchase Agreement.

This summary of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide anyother factual disclosures about Stryker, Purchaser, Wright or their respective affiliates. The Purchase Agreement contains representations, warranties,agreements and covenants that are the product of negotiations among the parties thereto and made to, and solely for the benefit of, each other as ofspecified dates. The assertions embodied in those representations, warranties, agreements and covenants are subject to qualifications and limitationsagreed to by the respective parties and are also qualified in important part by a confidential disclosure letter delivered by Wright to Purchaser inconnection with the Purchase Agreement (the “Wright Disclosure Letter”). The representations, warranties, agreements and covenants in the PurchaseAgreement were made for the purpose of allocating contractual risk between the parties thereto and governing contractual rights and relationships betweenthe parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties thatdiffer from those applicable to security holders of Stryker or Wright. In reviewing the representations, warranties, agreements and covenants contained inthe Purchase Agreement or any descriptions thereof in this Section 11, it is important to bear in mind that such representations, warranties, agreements andcovenants or any descriptions thereof were not intended by the parties to the Purchase Agreement to be characterizations of the actual state of facts orconditions of Stryker, Purchaser, Wright or their respective affiliates. Moreover, information concerning the subject matter of the representations,warranties, agreements and covenants may have changed since the date of the Purchase Agreement and may change after the date hereof, and suchsubsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, such representations, warranties, agreementsand covenants or descriptions thereof should not be read alone and should instead be read in conjunction with the other information contained in thereports, statements and filings that Stryker and Wright publicly file.

The Offer. Purchaser has agreed to commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer as promptly as reasonablypracticable after the date of the Purchase Agreement, but in no event later than twenty-five (25) business days following the date of the Purchase Agreementand, without the

26

Table of Contents

consent of Wright (such consent not to be unreasonably withheld, conditioned or delayed), no earlier than twenty (20) business days following the date ofthe Purchase Agreement. Subject to the satisfaction or waiver (in accordance with the Purchase Agreement and applicable law) of the conditions to theOffer, Purchaser has agreed to (and Stryker has agreed to cause Purchaser to), (a) at, or as promptly as practicable following, the Expiration Time (but inany event within two (2) business days thereafter) accept for payment and (b) at, or as promptly as practicable following, the Acceptance Time (but in anyevent within two (2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validlytendered and not properly withdrawn pursuant to the Offer.

Purchaser expressly reserves the right at any time, in its sole discretion, to waive, in whole or in part, any condition to the Offer and to make any change inthe terms of, or conditions to, the Offer. However, Purchaser will not, and Stryker will cause Purchaser not to (without the prior written consent of Wright):(a) waive or change the Minimum Condition (except to the extent contemplated under the Purchase Agreement); (b) decrease the Offer Consideration;(c) change the form of consideration to be paid in the Offer; (d) decrease the number of Shares sought in the Offer; (e) extend or otherwise change theExpiration Time (except to the extent contemplated under the Purchase Agreement); (f) impose additional conditions to the Offer or otherwise amend,modify, or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Wright shareholders; or (g) increase the OfferConsideration by an increment of less than $0.10 per Share.

Extensions of the Offer. In the Purchase Agreement, the parties agreed that, unless extended as provided in the Purchase Agreement, the Offer will expire at9:00 a.m. (Eastern Time) or such other time as the parties may mutually agree, on the date that is fifty (50) business days (calculated as set forth in Rule14d-1(g)(3) promulgated under the Exchange Act) after the date of commencement of the Offer, provided that in no event will the Offer expire prior to thedate of the EGM. Purchaser may extend the Offer to such other date and time as may be agreed in writing by Wright and Stryker, and Purchaser has agreedin the Purchase Agreement that it will extend the Offer:

• for the minimum period required by applicable law, rule, regulation, interpretation or position of the SEC or the rules of the Nasdaq; and


the last business day of such period (or such other duration as Purchaser and Wright may agree) if, at any then-scheduled Expiration Time,any condition to the Offer has not been satisfied or waived, in order to permit satisfaction of such condition(s); except that:

• if Purchaser determines in good faith, after consultation with outside legal counsel, that at any then-scheduled Expiration Time the

Regulatory Clearance Condition is not reasonably likely to be satisfied within such ten (10) business-day extension period, thenPurchaser will be permitted to extend the Offer on such occasion for periods of up to twenty (20) business days;

• if the only remaining unsatisfied condition to the Offer is the Minimum Condition, Purchaser will not be required to extend the Offer on

more than two (2) occasions in consecutive periods of up to ten (10) business days each (or such other duration as Purchaser and Wrightmay agree); and

• Purchaser is not required to, and cannot without Wright’s consent, extend the Offer beyond the Outside Date.

In addition, Purchaser may extend the Offer to the business day immediately following the date that is one (1) month after the date of the EGM orsubsequent EGM at which the Merger Resolutions are approved.

Following the Acceptance Time, except as described below, Purchaser will provide for a Subsequent Offering Period of at least ten (10) business days inaccordance with Rule 14d-11 under the Exchange Act and in accordance with the Purchase Agreement. For purposes of the Offer, a “business day” means aday, other than Saturday, Sunday or other day on which commercial banks in Amsterdam, the Netherlands or New York,

27

Table of Contents

New York, United States, are authorized or required by applicable law to close. The Subsequent Offering Period is not an extension of the Offer. TheSubsequent Offering Period would be an additional period of time, following the Expiration Time, in which shareholders may tender Shares not previouslytendered pursuant to the Offer. Purchaser will announce additional details with respect to the Subsequent Offering Period in accordance with applicablerules, regulations and interpretations of the SEC. In the event that prior to the expiration of any such Subsequent Offering Period, Purchaser or Strykerpublicly announces its intention to effectuate the Asset Sale, Purchaser will extend the Subsequent Offering Period for the Minority Exit Offering Period ofat least five (5) business days to permit any remaining minority Wright shareholders to tender their shares in exchange for the Offer Consideration. In theevent that promptly following the Expiration Time, Purchaser or Stryker has publicly announced its intention to, subject to the terms of the PurchaseAgreement, effectuate the Mergers, Purchaser will not be required to provide either a Subsequent Offering Period or Minority Exit Offering Period, but maydo so if Purchaser chooses. There will be no withdrawal rights during any Subsequent Offering Period (as it may be extended by the Minority Exit OfferingPeriod) and any Shares tendered will immediately be accepted and promptly paid for. Any shares tendered during any Subsequent Offering Period (as itmay be extended by the Minority Exit Offering Period) will be acquired by Purchaser for an amount equal to the Offer Consideration, in cash, withoutinterest and less applicable withholding taxes. Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer,regardless of any extension of the Offer, any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) or any delayin making payment for Shares.

Treatment of Wright Equity Awards. In connection with the Offer, outstanding Wright equity awards (other than certain equity awards that may be grantedif the Offer Closing does not occur by July 1, 2020 and which will be subject to pro rata vesting at the Offer Closing) will be treated as follows:

• Each restricted stock unit in respect of Shares (a “Wright RSU”) and performance share unit in respect of Shares (a “Wright PSU”) that isoutstanding and unvested immediately prior to the Acceptance Time, whether or not then subject to any performance or other condition, willvest in full at the Acceptance Time and at the Offer Closing will be cancelled and converted into the right to receive an amount in cash(without interest and subject to required tax withholding) equal to the product of (a) the Offer Consideration multiplied by (b) the total numberof Shares subject to such Wright PSU or Wright RSU as of immediately prior to the Offer Closing (which, in the case of Wright PSUs, will bedetermined based on the maximum achievement of the applicable performance conditions).

• Each outstanding option to purchase Shares, other than under the Wright Employee Stock Purchase Plan (a “Wright Stock Option”) that isoutstanding immediately prior to the Offer Closing will be automatically canceled and converted into a right to receive an amount in cash(without interest and subject to required tax withholding) equal to the product of (a) the number of Shares subject to the unexercised portion ofsuch Wright Stock Option immediately prior to the Offer Closing multiplied by (b) the excess, if any, of the Offer Consideration over theapplicable per Share exercise price of such Wright Stock Option.

Treatment of Wright Employee Stock Purchase Plan. In connection with the Offer, the Wright Employee Stock Purchase Plan (the “Wright ESPP”) willcontinue to be operated in accordance with its terms and past practice for the remainder of the offering period that was in effect as of the date of thePurchase Agreement, following which Wright will (a) suspend the commencement of any future offering periods unless and until the Purchase Agreement isterminated and (b) terminate the Wright ESPP as of the Offer Closing.

Extraordinary General Meeting. Wright has agreed to hold the EGM to:

• provide information regarding the Offer;

• adopt the Asset Sale Resolutions;

• adopt the Merger Resolutions;

28

Table of Contents

• adopt the Governance Resolutions;

• adopt the Demerger Resolutions;

• adopt one or more resolutions effective upon the Acceptance Time to provide full and final discharge to each member of the Wright Board for

their acts of management or supervision, as applicable, up to the date of the EGM, provided such discharge will be limited to the extentprovided by general principles of Dutch law as in effect from time to time; and

• conduct such other business as may properly come before the meeting.

Wright has further agreed that it will as promptly as possible, but in any event within forty-five (45) business days after the date of the Purchase Agreement,file with the SEC a preliminary proxy statement in connection with the EGM. Promptly following the later of (a) confirmation by the SEC that it has nofurther comments on the proxy statement and (b) the expiration of the ten (10)-day waiting period contemplated by Rule 14a-6(a) promulgated by the SEC,Wright will cause the proxy statement in definitive form to be filed with the SEC and mailed to Wright’s shareholders.

If the Wright Board determines in its reasonable discretion that any additional shareholder resolutions should be adopted, or if the Governance Resolutions,the Asset Sale Resolutions, the Merger Resolutions or the Demerger Resolutions have not been adopted at the EGM, Wright will, following consultationwith Purchaser and Stryker, duly call and give notice of another EGM (a “Subsequent EGM”), which will take place at a date determined by Wright andreasonably acceptable to Purchaser and Stryker and not later than a date that will be prior to the date of the Expiration Time, at which the GovernanceResolutions, the Asset Sale Resolutions, the Merger Resolutions or the Demerger Resolutions, or such additional resolutions will be considered orreconsidered, as the case may be.

Wright has agreed that its obligation to duly call, give notice of, convene and hold the EGM (and any Subsequent EGM) in accordance with and subject tothe terms of the Purchase Agreement, and its other obligations with regards to the EGM as specified in the Purchase Agreement, will not be affected by thecommencement, public proposal, public disclosure or communication to Wright of any Acquisition Proposal (as defined below) (whether or not a SuperiorProposal (as defined below)) or any Change of Board Recommendation (as defined below). Unless the Purchase Agreement is terminated in accordancewith its terms, Wright has agreed not to submit to a vote of the shareholders of Wright any Acquisition Proposal (whether or not a Superior Proposal) or anymatters relating thereto.

Wright will consult with Purchaser and Stryker regarding the date of the EGM (or any Subsequent EGM) and, unless the Purchase Agreement is terminatedin accordance with its terms and notwithstanding any Change of Board Recommendation (as defined below), will not cancel, postpone or adjourn the EGM(or any Subsequent EGM) without the prior written consent of Purchaser and Stryker, provided that Wright may, following reasonable consultation withPurchaser and Stryker, and, to the extent requested in writing by Stryker and Purchaser, Wright will, adjourn, postpone or cancel and reconvene the EGM(or any Subsequent EGM) solely to the extent reasonably necessary (a) to ensure that any supplement or amendment to the relevant EGM materials that theWright Board, after consultation with outside counsel, reasonably determines is necessary to comply with applicable law is made available to Wrightshareholders in advance of the EGM (and any Subsequent EGM) or (b) on no more than two (2) occasions of not more than ten (10) business days each, tosolicit additional proxies in favor of the approvals set forth in the Purchase Agreement, if as of the date of the scheduled EGM (or any Subsequent EGM)there are not sufficient proxies that have been received approving such matters. In the event the EGM (or any Subsequent EGM) is adjourned, postponed orcanceled and reconvened, Wright will duly give notice of and reconvene the EGM on a date scheduled by mutual agreement of Wright, on the one hand,and Purchaser and Stryker, on the other hand, acting reasonably, or, in the absence of such agreement, as soon as practicable following the date of suchadjournment, postponement or cancellation but, in any event, no later than the day that is thirty-five (35) days following the date of such adjournment,postponement or cancellation (or, in the case of any Subsequent EGM, a date that is prior to the date on which the Expiration Time will occur).

29

Table of Contents

Directors. Stryker, Purchaser and Wright will use their respective reasonable best efforts (including, in the case of Wright, obtaining the necessaryresignations of existing directors) to ensure that the Wright Board will, upon the Offer Closing, be comprised of at least seven (7) directors, at least five(5) of whom will be designated in writing by Purchaser and Stryker, in their sole discretion, as soon as reasonably practicable and in any event prior toconvening the EGM, and at least two (2) of whom will initially be current non-executive directors of Wright designated by Wright and Purchaser by mutualwritten agreement and who are at all times independent from Purchaser and Stryker and qualify as independent under the Dutch Corporate GovernanceCode 2016 (the “Independent Directors”). The initial Independent Directors will be current non-executive directors of Wright, to the extent that they willagree to serve on the Wright Board after the Offer Closing. Each Independent Director will resign from the Wright Board upon the earliest of (a) such timeafter the Acceptance Time as Purchaser and its affiliates, in the aggregate, own one hundred percent (100%) of the issued and outstanding Shares, includingpursuant to the Mergers and (b) the Second Step Distribution having been made and the Liquidation having been completed.

Post-Offer Reorganization. Following the later of the Offer Closing and the closing of any Subsequent Offering Period (as it may be extended by theMinority Exit Offering Period), Stryker or Purchaser may, but is not required to, effectuate or cause to be effectuated a Post-Offer Reorganization. The Post-Offer Reorganization will be (a) one of (i) the Asset Sale, Liquidation and Second Step Distribution, (ii) the Mergers, (iii) if permissible under applicablelaw, the Compulsory Acquisition, (iv) an election by Wright pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership oras a disregarded entity for U.S. federal tax purposes, (v) the Demerger or (vi) a conversion of Wright into a private company with limited liability (beslotenvennootschap met beperkte aansprakelijkheid) (or any combination of the foregoing) or (b) with Wright’s prior written consent (such consent not to beunreasonably withheld) and if permissible under applicable law, at Stryker’s or Purchaser’s election any of the Post-Offer Reorganizations described inclause (a) or any Alternative Post-Offer Reorganization (as defined below).

Certain Adjustments. In the event that, during the period between the date of the Purchase Agreement and the Expiration Time, the number of outstandingShares or securities convertible or exchangeable into or exercisable for Shares is changed into a different number of shares or securities or a different classas a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchangeoffer or other similar transaction, then the Offer Consideration and any other amounts payable pursuant to the Purchase Agreement will be equitablyadjusted, without duplication, to reflect such change.

Representations and Warranties. In the Purchase Agreement, Wright has made customary representations and warranties to Stryker and Purchaser that aresubject to specified exemptions and qualifications contained in the Purchase Agreement and the Wright Disclosure Letter and to certain disclosures inWright’s SEC filings publicly available at least one (1) business day prior to the date of the Purchase Agreement, including representations relating to,among other things: its organization and corporate power; its authorization with respect to the Purchase Agreement and the transactions contemplated by thePurchase Agreement; its capitalization; its subsidiaries; no breach of its organizational documents, law or its contracts; required consents; its SEC reportsand financial statements; internal controls and procedures over disclosures and financial reporting; the absence of undisclosed liabilities; the absence ofcertain developments; its compliance with laws; its tangible and real properties; tax matters; its material contracts and commitments; intellectual propertymatters; litigation matters; insurance matters; employee benefit plan matters; environmental matters; employment and labor matters; regulatory matters;brokerage fees; the accuracy of information supplied for purposes of the Offer documents, the Schedule 14D-9 and the proxy statement; anti-takeovermeasures; and the opinion of Wright’s financial advisor with respect to the fairness of the Offer Consideration.

The representations and warranties in the Purchase Agreement made by Wright are, in certain cases, modified by “knowledge,” “materiality” and “WrightMaterial Adverse Effect” qualifiers. For purposes of the Purchase Agreement, with respect to Wright, “knowledge” means the actual knowledge of certainemployees of Wright.

30

Table of Contents

For purposes of the Purchase Agreement, “Wright Material Adverse Effect” means any change, effect, event, inaccuracy, occurrence or other matter that,individually or in the aggregate, (a) prevents or materially delays Wright from consummating the transactions contemplated by the Purchase Agreement orperforming its obligations under the Purchase Agreement or (b) has a material adverse effect on the business, condition (financial or otherwise), assets,operations, or results of operations of Wright and its subsidiaries, taken as a whole, provided, however, that in the case of clause (b), any changes, effects,events, inaccuracies, occurrences, or other matters resulting from any of the following will be disregarded in determining whether a Wright MaterialAdverse Effect has occurred:

• matters generally affecting the U.S. or foreign economies, financial or securities markets, or matters generally affecting the political,legislative or regulatory conditions in the industry in which Wright and its subsidiaries operate, except to the extent such matters have adisproportionate adverse effect on Wright and its subsidiaries, taken as a whole, relative to the impact on other companies in the industry inwhich Wright and its subsidiaries operate;

• the announcement or pendency of the Purchase Agreement or the transactions contemplated by the Purchase Agreement;

• any change in the market price or trading volume of the Shares; provided, that, this exception will not preclude a determination that a matterunderlying such change has resulted in a Wright Material Adverse Effect;

• acts of war or terrorism (or the escalation of the foregoing) or natural disasters, national emergencies, or other similar force majeure events,

except to the extent such matters have a disproportionate adverse effect on Wright and its subsidiaries, taken as a whole, relative to the impacton other companies in the industry in which Wright and its subsidiaries operate;

• changes in U.S. generally accepted accounting principles (“GAAP”), laws, regulations or accounting principles, or interpretations thereof,

except to the extent such changes have a disproportionate adverse effect on Wright and its subsidiaries, taken as a whole, relative to the impacton other companies in the industry in which Wright and its subsidiaries operate;

• any action taken by Wright expressly required to be taken by the terms of the Purchase Agreement;

• any action taken by Wright at the express written request of Stryker or Purchaser after the date of the Purchase Agreement; or

• any failure by Wright to meet any internal or analyst projections or forecasts or estimates of revenues, earnings, or other financial metrics for

any period; provided, that, this exception will not preclude a determination that a matter underlying such failure has resulted in a WrightMaterial Adverse Effect.

Additionally, the Purchase Agreement provides, among other things, that Wright has represented that the Wright Board, at a meeting duly called and held,has unanimously (a) determined that the Purchase Agreement and certain of the transactions contemplated by the Purchase Agreement are in the bestinterests of Wright, its business and its shareholders, employees and other relevant stakeholders, (b) approved and adopted the Purchase Agreement(including the execution, delivery and performance of the Purchase Agreement) and approved certain transactions contemplated by the Purchase Agreementand (c) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement, to support the Offer and certain other transactionscontemplated by the Purchase Agreement, and to recommend acceptance of the Offer by the shareholders of Wright and to recommend approval andadoption of the shareholder approvals at the EGM (such recommendation, the “Wright Board Recommendation”) and that such recommendation is notrequired to be conditioned on works council consultation or approval.

In the Purchase Agreement, Stryker and Purchaser have also made customary representations and warranties to Wright that are subject to specifiedexemptions and qualifications contained in the Purchase Agreement. Purchaser’s representations and warranties are, in certain cases, modified by“knowledge,” “materiality” and

31

Table of Contents

“Purchaser Material Adverse Effect.” For purposes of the Purchase Agreement, “Purchaser Material Adverse Effect” means any change, effect, event,inaccuracy, occurrence or other matter that has a material adverse effect on the ability of Stryker or Purchaser to perform its obligations under the PurchaseAgreement or to consummate the transactions contemplated by the Purchase Agreement or on the consummation of, whether by prevention or materialdelay, any of the transactions contemplated by the Purchase Agreement.

Purchaser’s representations and warranties include representations relating to, among other things: the organization and corporate power of Stryker andPurchaser; the authorization of Stryker and Purchaser with respect to the Purchase Agreement and the transactions contemplated by the PurchaseAgreement; no breach of Stryker’s or Purchaser’s organizational documents or law; required consents; litigation matters; the accuracy of informationsupplied for purposes of the Offer documents, the Schedule 14D-9 and the proxy statement; brokerage fees; operations of Purchaser; lack of ownership ofShares by Stryker, Purchaser or their subsidiaries; Stryker and Purchaser having, at the Offer Closing, all funds necessary to consummate the Offer Closing;and the absence of other agreements with any member of the Wright Board or officers or employees of Wright or its subsidiaries.

None of the representations and warranties contained in the Purchase Agreement will survive the Acceptance Time.

Conduct of Wright Pending the Offer Closing. Except (a) as set forth in the Wright Disclosure Letter, (b) as required by applicable law, (c) as expresslyrequired by the Purchase Agreement or (d) with the prior written consent of Stryker (which consent will not be unreasonably delayed, withheld orconditioned), from the date of the Purchase Agreement until the earlier of the Offer Closing or the date the Purchase Agreement is validly terminated inaccordance with its terms (the “Pre-Closing Period”), Wright will, and will cause its subsidiaries to, carry on their respective businesses in the ordinarycourse of business consistent with past practice and use reasonable best efforts to preserve intact their respective current business organizations, keepavailable the services of their respective current officers, employees and consultants and preserve their respective relationships with customers, suppliers,partners, licensors, licensees, distributors and others having business dealings with it. During the Pre-Closing Period and except as set forth in the WrightDisclosure Letter, as required by applicable law or as expressly required by the Purchase Agreement, Wright will not and will not permit any of itssubsidiaries, without the prior written consent of Stryker (which, in the case of clauses 3, 5, 6, 10, 13, 14, 17 and 24 (solely to the extent relating to theforegoing actions described in this parenthetical) below, consent will not be unreasonably delayed, withheld or conditioned), to:

1. (A) declare, set aside or pay any dividends on or make other distributions (whether in cash, stock or property) in respect of any of its sharecapital, equity interests or other ownership or voting interests or (B) directly or indirectly redeem, repurchase or otherwise acquire any sharesof its share capital, equity interests or other ownership or voting interests or any Wright Stock Options, Wright RSUs, Wright PSUs, or rightsto acquire the Shares under the Wright ESPP with respect thereto except, in each case, (i) for the declaration and payment of cash dividends ordistributions by a direct or indirect, wholly owned subsidiary of Wright solely to its parent in the ordinary course of business consistent withpast practice, (ii) Shares for the purpose of fulfilling its obligations under the Wright ESPP, to the extent consistent with past practice and ascontemplated by the Purchase Agreement, (iii) for any dispositions of Shares to Wright as a result of a net share settlement of any WrightStock Option or to satisfy withholding Tax obligations in respect of any Wright Stock Option, Wright RSU or Wright PSU, in each case inaccordance with the applicable Wright Equity Plan or (iv) any forfeitures or repurchases of Shares issued pursuant to or granted as awardsunder the Wright Equity Plans, in each case, in accordance with the applicable Wright Equity Plan;

2. issue, transfer, sell, pledge, dispose of or otherwise encumber, or authorize the issuance, transfer, sale, pledge, disposition or other

encumbrance of, (A) any shares of its share capital, equity interests or other ownership or voting interests in Wright or any of its subsidiaries,(B) any securities convertible into or exchangeable or exercisable for any such shares, equity interests or ownership or voting interests,

32

Table of Contents

(C) any phantom equity or similar contractual rights or (D) any rights, warrants or options to acquire or with respect to any such share capital,equity interests or other ownership or voting interests or convertible or exchangeable securities or take any action to cause to be exercisableany otherwise unexercisable option under any existing share option plan except, in each case: for issuances of the Shares in respect of (i) anyexercise of Wright Stock Options outstanding on the date of the Purchase Agreement, in accordance with their terms on the date of thePurchase Agreement, (ii) any vesting or delivery of Shares under Company RSUs outstanding on the date of the Purchase Agreement, inaccordance with their terms as of the date of the Purchase Agreement or (iii) the exercise of any rights to acquire the Shares under the terms ofthe Wright ESPP;

3. except as required by the terms of a Wright employee benefit plan or pursuant to a collective bargaining agreement or similar contract as ineffect as of the date of the Purchase Agreement, (A) increase the wages, salary or other compensation or benefits with respect to any ofWright’s or any of its subsidiaries’ officers, directors, independent contractors or employees, except for increases in compensation in theordinary course of business consistent with past practice, (B) establish, adopt, enter into, amend in any material respect or terminate anyWright employee benefit plan or any other plan, agreement, program or arrangement that would be a Wright employee benefit plan if inexistence on the date of the Purchase Agreement, except in the ordinary course or business consistent with past practice and as would notresult in material liability Wright, (C) accelerate or take any action to accelerate any payment or benefit, or accelerate the funding of anypayment or benefit, payable or to become payable to any current or former director, officer, employee or consultant of Wright or anysubsidiary or (D) communicate with the employees of Wright or any of its subsidiaries regarding the compensation, benefits or other treatmentthey will receive following the Offer Closing, unless such communication is (i) in the case of written communications, approved by Stryker inadvance of such communication, (ii) required by applicable law or (iii) in the case of communications not in writing, consistent with how suchcompensation, benefits or other treatment is contemplated in the Purchase Agreement;

4. (A) adopt, enter into or amend any collective bargaining agreement or other contract with any labor union, labor or trade organization or otheremployee representative body applicable to Wright or its subsidiaries or (B) recognize or certify any labor union, labor or trade organization,works council or group of employees of Wright or its subsidiaries as the bargaining representative for any employees of Wright or itssubsidiaries;

5. waive the restrictive covenant obligations of any current or former director, officer or employee of Wright or any of its subsidiaries;

6. (A) hire or engage, or make a written offer to hire or engage, any (i) officer or employee (other than sales representatives), whose annual basesalary or fee arrangement would exceed $175,000, other than in the ordinary course of business consistent with past practices to replace anemployee who has resigned or had his or her employment or engagement terminated or (ii) sales representatives other than in the ordinarycourse of business consistent with past practices or (B) terminate the employment or service of any officer;

7. amend, or propose to amend, or permit the adoption of any amendment of any organizational document of Wright (including by merger,

consolidation or otherwise) or any of its subsidiaries or adopt a shareholders’ rights plan, or enter into any agreement with respect to thevoting of its share capital;

8. effect a recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction or authorize the issuance of any othersecurities in respect of, in lieu of, or in substitution for shares of its share capital, equity interests or other ownership or voting interests;

9. merge or consolidate with any person or adopt or effect a plan of complete or partial liquidation, dissolution, consolidation, restructuring,including an internal reorganization or transfer of equity of a subsidiary, or recapitalization;

33

Table of Contents

10. subject to clause 11 below, make capital expenditures (other than amounts spent on instruments in the ordinary course of business consistent

with past practices) in any year in an aggregate amount in excess of one hundred fifteen percent (115%) of the aggregate amount indicated inthe capital expenditure budget of Wright for such year set forth in the Wright Disclosure Letter;

11. acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a material portion of the assets of anybusiness or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree toacquire any material assets of any other person, except for the purchase of inventory and supplies from suppliers or vendors in the ordinarycourse of business or in individual transactions involving less than $1.5 million in assets;

12. (A) incur, create, assume or otherwise become liable or responsible for, whether directly, indirectly, contingently or otherwise, anyindebtedness, renew or extend any existing credit or loan arrangements, enter into any “keep well” or other agreement to maintain anyfinancial condition of another person or enter into any agreement or arrangement having the economic effect of any of the foregoing, exceptfor loans between or among Wright and any of its subsidiaries incurred in the ordinary course of business consistent with past practice,(B) make any loans or advances to any other person other than loans between or among Wright and any of its subsidiaries made in theordinary course of business consistent with past practice, (C) make any capital contributions to, or investments in, any other person,(D) repurchase, prepay or refinance any indebtedness, except for short-term indebtedness incurred in the ordinary course of businessconsistent with past practice, (E) cancel any material indebtedness (individually or in the aggregate), (F) enter into any capital lease withaggregate annual payments of an amount greater than $1 million and (G) incur any Indebtedness not otherwise covered by the foregoingclauses (A)—(F) in the ordinary course of business consistent with past practice of any amount greater than $1 million per incurrence or$5 million in the aggregate;

13. sell, contribute, distribute, transfer, license, assign, mortgage, encumber, or incur or permit to exist any lien on (other than certain permittedliens) or otherwise abandon, withdraw or dispose of (A) any assets (other than intellectual property owned by Wright or any of itssubsidiaries) with a net book value in excess of $100,000 in the aggregate or (B) any intellectual property owned by Wright or any of itssubsidiaries or intellectual property exclusively licensed to Wright or any of its subsidiaries, except, in the case of clause (A), in the ordinarycourse of business consistent with past practices among Wright and any of its subsidiaries or, in the case of clause (B), with respect to(i) certain licenses and non-exclusive licenses granted in the ordinary course of business consistent with past practices pursuant to Wright’s orits subsidiaries’ standard customer contracts or (ii) abandonments or withdrawals of immaterial intellectual property owned by Wright or anyof its subsidiaries in the ordinary course of business consistent with past practices;

14. commence, pay, discharge, settle, compromise or satisfy any legal action, except, in the case of legal actions unrelated to the Purchase

Agreement or the transactions contemplated by the Purchase Agreement, settlements that result solely in payment of monetary consideration(without the admission of wrongdoing) not greater than $500,000 in any individual legal action or $5 million in the aggregate;

15. change its fiscal year, revalue any of its material assets (except for the revaluation of inventory on an annual basis in the ordinary course of

business) or change any of its financial, actuarial, reserving or tax accounting methods or practices in any material respect, except as requiredby GAAP or applicable law;

16. (A) make, change or revoke any material tax election with respect to Wright or any of its subsidiaries, (B) file any material amended tax returnor claim for refund of material taxes with respect to Wright or any of its subsidiaries, (C) enter into any “closing agreement” as described inSection 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. law), tax allocation agreement, tax sharingagreement, tax indemnity agreement relating to or affecting any material tax liability or refund of material taxes with respect to Wright or anyof its subsidiaries, (D) extend or waive the application of any statute of limitations regarding the assessment or collection of any material taxwith

34

Table of Contents

respect to Wright or any of its subsidiaries or (E) settle or compromise any material tax liability or refund of material taxes with respect toWright or any of its subsidiaries or surrender any right to claim a material tax refund;

17. enter into, waive, release or assign any material rights or claims under, or renew, affirmatively determine not to renew, amend or modify inany material respect, exercise any options or rights of first offer or refusal under or terminate, material contracts, except, in the case of certainmaterial contracts, in the ordinary course of business consistent with past practices, provided, that the foregoing exception will not apply to theextent such entry into, waiver, release or assignment of, renewal or affirmative determination not to renew, amendment, exercise ortermination of such contract requires or provides for consent, acceleration, termination or any other material right for the benefit of a thirdparty or consequence to Wright that is triggered in whole or in part by any of the transactions contemplated by the Purchase Agreement;

18. abandon, withdraw, terminate, suspend, abrogate, amend or modify in any material respect any material permits held by Wright or any of itssubsidiaries in a manner that would materially impair the operation of the business of Wright and its subsidiaries;

19. enter into a research or collaboration arrangement (other than any service or product development agreements with health care providers

entered into in the ordinary course of business consistent with past practice) under which contemplated payments by or to Wright are in excessof $2.5 million in the aggregate in any twelve (12) month period;

20. grant any options or rights or enter into any agreement, which requires payments to or from Wright or any of its subsidiaries in excess of

$2.5 million, to (A) sell, assign, transfer, lease, license or otherwise dispose of any real property owned or leased by Wright or any of itssubsidiaries or any portion thereof or interest therein or (B) purchase or otherwise acquire any real property or any interest therein;

21. unless Wright determines in good faith, after consultation with its outside legal counsel, that a meeting is required by applicable law, convene

any general or special meeting of the shareholders of Wright other than the EGM, any subsequent EGM, pursuant to the Purchase Agreementand the holding of the 2020 annual general meeting of shareholders of Wright on or prior to June 30, 2020;

22. forgive any loans or advances to any officers, employees or directors of Wright or its subsidiaries, or any of their respective affiliates, orchange its existing borrowing or lending arrangements for or on behalf of any of such persons;

23. fail to use commercially reasonable efforts to (A) maintain in effect the existing material insurance policies covering Wright and itssubsidiaries and their respective properties, assets and businesses or (B) preserve the rights of Wright and its subsidiaries to pursue currentand/or future claims under the current and prior versions of such material insurance policies, provided that Wright or its subsidiaries will notbe required to institute a lawsuit against any present or former insurance carrier; or

24. authorize, agree or commit to take any of the actions described in clauses 1 through 23 above.

No Solicitation. Wright has agreed that it will not, will cause its subsidiaries not to, and will instruct (and use it reasonable best efforts to cause) itsrepresentatives not to:

• directly or indirectly initiate, solicit or knowingly encourage or knowingly facilitate (including by way of providing information) anyinquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or wouldreasonably be expected to lead to an Acquisition Proposal or any inquiry, proposal or offer that, in each case, constitutes or would reasonablybe expected to lead to an Acquisition Proposal;

• directly or indirectly engage in, enter into or participate in any discussions or negotiations with any person (or its representatives) making an

Acquisition Proposal or inquiry, proposal or offer that, in each case, constitutes or would reasonably be expected to lead to an AcquisitionProposal; or

35

Table of Contents

• provide any information or afford access to the properties of Wright or its subsidiaries to, or take any other action to knowingly assist orknowingly encourage or knowingly facilitate any effort by any person (other than Stryker, Purchaser or any representatives of Stryker orPurchaser) in a manner that would reasonably be expected to lead to an Acquisition Proposal or in connection with or in response to anyinquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal.

Wright has also agreed that it will, and will cause its subsidiaries to, and will instruct (and use it reasonable best efforts to cause) its representatives to,(a) immediately cease any activities, solicitation, discussions or negotiations with any person (or its representatives) (other than Stryker, Purchaser or anyrepresentatives of Stryker or Purchaser) with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to anAcquisition Proposal, (b) to the extent Wright has the right to do so, will, within one (1) business day of the date of the Purchase Agreement, request thereturn or destruction of all confidential information provided by or on behalf of Wright or its subsidiaries to any such person (or its representatives) and(c) terminate, within one (1) business day of the date of the Purchase Agreement, access to any such person (or its representatives) any physical orelectronic data rooms relating to a possible Acquisition Proposal. Subject to the provisions of the Purchase Agreement, Wright and its representatives mayin any event inform a person that has made an Acquisition Proposal about the non-solicitation provisions of the Purchase Agreement.

If, at any time following the date of the Purchase Agreement and prior to the Acceptance Time, (a) Wright has received a written Acquisition Proposal thatdid not result from a material breach of the non-solicitation provisions of the Purchase Agreement and (b) the Wright Board determines, in good faith, afterconsultation with its outside counsel and financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a SuperiorProposal, then Wright may (i) furnish information with respect to Wright and its subsidiaries to the person making such Acquisition Proposal and itsrepresentatives and (ii) participate in discussions or negotiations with such person and its representatives regarding such Acquisition Proposal, provided that(x) Wright will not, and will instruct (and use it reasonable best efforts to cause) its representatives not to, disclose any non-public information to suchperson (or its representatives) unless Wright has, or first enters into, a confidentiality agreement with such person with confidentiality provisions that, takenas a whole, are not less restrictive to the other Person than those contained in the confidentiality agreement between Stryker and Wright and (y) Wright will,substantially concurrently, and in any event within one (1) business day, provide or make available to Stryker any information concerning Wright or itssubsidiaries provided or made available to such other person (or any of its representatives) that was not previously provided or made available to Strykerand Purchaser.

Wright will not, and will cause its representatives not to, release any person from, or waive, amend or modify any provision of, or grant permission under orfail to enforce, any standstill provision in any agreement to which Wright is a party, provided that, if the Wright Board determines in good faith, afterconsultation with its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, Wright maywaive any such standstill provision to the extent necessary to permit the applicable person (if such person has not been solicited in material breach of thenon-solicitation provisions of the Purchase Agreement) to make, on a confidential basis to the Wright Board, an Acquisition Proposal, conditioned uponsuch person agreeing that Wright will not be prohibited from providing any information to Stryker (including regarding any such Acquisition Proposal) inaccordance with, and otherwise complying with, the non-solicitation provisions of the Purchase Agreement.

Wright is required to promptly (and in any event within one (1) business day after receipt thereof) notify Stryker of (a) the receipt by Wright of anAcquisition Proposal or inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal or any requests forinformation, or any discussions or negotiations sought to be initiated or continued related to the foregoing and (b) the terms and conditions of anyAcquisition Proposal (including a copy of such Acquisition Proposal) and any such inquiry, proposal, offer, request or contact. Wright has agreed to keepStryker reasonably informed, on a prompt basis (and, in any case,

36

Table of Contents

within one (1) business day of any significant development, discussions or negotiations) as to the status of such Acquisition Proposal or such inquiry,proposal, offer, request or contact, including by promptly (and in no event later than one (1) business day) (i) disclosing to Stryker the identity of the personmaking such Acquisition Proposal or such inquiry, proposal, offer, request or contact and (ii) providing to Stryker complete, unredacted copies of anycorrespondence, proposals, indications of interest and/or draft and final agreements (including schedules, exhibits and any other written materials relatedthereto (including any financing commitments received)) (and comments thereon) exchanged between Wright or its subsidiaries or any of its or itssubsidiaries’ representatives, on the one hand, and the person (or any of its representatives) making such Acquisition Proposal or such inquiry, proposal,offer, request or contact, on the other hand.

For purposes of the Purchase Agreement, “Acquisition Proposal” means any offer or proposal (whether or not in writing) made or renewed by a person orgroup (other than Stryker or Purchaser) at any time after the date of the Purchase Agreement relating to, or that would reasonably be likely to lead to, anyperson or group acquiring, directly or indirectly, beneficial ownership of fifteen percent (15%) or more of any class of equity or voting securities of Wright(or of any resulting parent company of Wright ) or assets representing fifteen percent (15%) or more of the consolidated revenues, net income or total assetsof Wright and its subsidiaries, pursuant to a merger, consolidation, joint-venture, recapitalization, dissolution, liquidation or other business combination,sale of share capital, sale, license or other transfer or disposition of assets, tender offer or exchange offer, or similar transaction, including any single ormulti-step transaction or series of related transactions, in each case, other than the Offer, Asset Sale, Compulsory Acquisition, Liquidation, Second StepDistribution and the Mergers.

For purposes of the Purchase Agreement, “Superior Proposal” means a written Acquisition Proposal (provided that for purposes of this definition,references to “fifteen percent (15%) or more” in the definition of “Acquisition Proposal” will be deemed to be references to “more than fifty percent(50%)”) that did not result from a material breach of the non-solicitation provisions of the Purchase Agreement that (a) the Wright Board determines ingood faith is reasonably likely to be consummated on the terms proposed and (b) the Wright Board determines in good faith, after consultation with itsoutside counsel and financial advisor, is more favorable to Wright, and its shareholders, employees and other stakeholders than the transactionscontemplated by the Purchase Agreement after giving effect to any changes to the Purchase Agreement proposed by Stryker in response to such AcquisitionProposal.

Wright has agreed that the Wright Board and each committee thereof will not (a) approve or adopt, or permit Wright or any of its subsidiaries to (andneither Wright nor any of its subsidiaries will) enter into or execute, any binding or non-binding letter of intent, memorandum of understanding, agreementin principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other agreement relating to orthat would reasonably be expected to lead to (other than a confidentiality agreement pursuant to the non-solicitation covenant) an Acquisition Proposal (an“Alternative Acquisition Agreement”) or publicly propose to take such action or (b) make a Change of Board Recommendation.

For purposes of the Purchase Agreement, “Change of Board Recommendation” means:

• the withdrawal or modification or qualification of the Wright Board Recommendation or any public proposal to withdraw, modify or qualifythe Wright Board Recommendation;

• the approval, authorization or recommendation by the Wright Board or any committee thereof of any Acquisition Proposal or any publicproposal by the Wright Board or any committee thereof to approve, authorize or recommend any Acquisition Proposal;

• the failure to include the Wright Board Recommendation in the Schedule 14D-9 or in the proxy statement when disseminated to the holders ofShares;

• the failure by Wright, within ten (10) business days of the public announcement of the commencement of a tender or exchange offer for

Shares that constitutes an Acquisition Proposal (whether or not a Superior Proposal) by a person other than Stryker or any of its subsidiaries,to file a Schedule 14D-9

37

Table of Contents

pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the holders of the Shares reject suchAcquisition Proposal and not tender any Shares into such tender or exchange offer; or

• the failure by the Wright Board to publicly reaffirm the Wright Board Recommendation within ten (10) business days after receiving a writtenrequest from Stryker to provide such public reaffirmation following public disclosure of an Acquisition Proposal (or, if earlier (but still, after awritten request delivered by Stryker to Wright at least forty-eight (48) hours prior to the then-scheduled Expiration Time, or the EGM or anySubsequent EGM, as applicable), prior to the then-scheduled Expiration Time, or the EGM or any Subsequent EGM, as applicable), provided,that, Stryker may deliver only one (1) such request with respect to any Acquisition Proposal subject to this clause (it being understood that anychange to the financial terms or any other material terms of any such Acquisition Proposal, will constitute a new Acquisition Proposal for thispurpose).

Prior to the Acceptance Time, Wright may make a Change of Board Recommendation and terminate the Purchase Agreement to enter into a definitiveAlternative Acquisition Agreement with respect to a Superior Proposal (so long as prior to or concurrently with, and as a condition to the effectiveness of,such termination, Wright pays to Stryker the termination fee described below) if:

• Wright receives a written Acquisition Proposal that did not result from a material breach of the non-solicitation provisions of the Purchase

Agreement, and the Wright Board determines in good faith, after consultation with its outside counsel and financial advisor, constitutes aSuperior Proposal;

• the Wright Board determines in good faith, after consultation with its outside counsel, that the failure to take any such action would beinconsistent with its fiduciary duties under applicable law;

• Wright has notified Stryker in writing that it intends to terminate the Purchase Agreement to enter into such Alternative AcquisitionAgreement and provided Stryker a copy of the proposed definitive agreement (and related agreements);

• Wright has negotiated, and has instructed (and will have used it reasonable best efforts to cause) its representatives to negotiate, in good faith,with Stryker and its representatives during the four (4) or two (2) business day notice period, as applicable, to the extent Stryker requests tonegotiate, to enable Stryker to revise the terms of the Purchase Agreement in such a manner that would cause such Superior Proposal to nolonger constitute a Superior Proposal; and

• no earlier than the end of the four (4) or two (2) business day notice period, as applicable, the Wright Board determines in good faith (afterconsultation with its outside counsel and financial advisor), after taking into consideration the terms of any proposed amendment ormodification to the Purchase Agreement that Stryker has committed in writing to make during the four (4) or two (2) business day noticeperiod, as applicable, that (a) the relevant Acquisition Proposal continues to constitute a Superior Proposal and (b) that the failure to take anysuch action would be inconsistent with its fiduciary duties under applicable law.

In addition, prior to the Acceptance Time, Wright may, other than in connection with or relating to an Acquisition Proposal, make a Change of BoardRecommendation in response to an Intervening Event (as defined below) if:

• the Wright Board determines in good faith, after consultation with its outside counsel, that the failure to take any such action would beinconsistent with its fiduciary duties under applicable law;

• Wright has notified Stryker in writing that it intends to effect a Change of Board Recommendation (which notice will reasonably specify the

facts and circumstances providing the basis of the Intervening Event and for the Wright Board’s determination to effect the Change of BoardRecommendation);

• Wright has negotiated, and has instructed (and will have used it reasonable best efforts to cause) its representatives to negotiate, in good faith,with Stryker and its representatives during the four

38

Table of Contents

(4) business day notice period, to the extent Stryker requests to negotiate, to enable Stryker to revise the terms of the Purchase Agreement insuch a manner that would eliminate the need for taking such action; and

• no earlier than the end of the four (4) business day notice period, the Wright Board determines in good faith (after consultation with its outsidecounsel), after considering the terms of any proposed amendment or modification to the Purchase Agreement that Stryker has committed inwriting to make during the four (4) business day notice period, that the failure to effect a Change of Board Recommendation in response tosuch Intervening Event would be inconsistent with its fiduciary duties under applicable law.

For purposes of the Purchase Agreement, “Intervening Event” means a material change, effect, event, circumstance, occurrence or other matter that was notknown to the Wright Board or any committee thereof on the date of the Purchase Agreement (or if known, the consequences of which were not known tothe Wright Board or any committee thereof as of the date of the Purchase Agreement), which change, effect, event, circumstance, occurrence or othermatter, or any consequence thereof, becomes known to the Wright Board or any committee thereof prior to the Acceptance Time, provided, that in no eventwill any Acquisition Proposal or any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposalconstitute an Intervening Event.

The Purchase Agreement does not prohibit Wright or the Wright Board or a committee thereof from (a) taking and disclosing to the holders of Shares aposition contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act or (b) making any disclosure if the Wright Board determines,in good faith, after consultation with its outside counsel, that the failure to make such statement would be inconsistent with its fiduciary duties underapplicable law, provided that any such disclosure (other than issuance by Wright of a “stop, look and listen” or similar communication of the typecontemplated by Rule 14d-9(f) under the Exchange Act) that does not expressly reaffirm the Wright Board Recommendation will be deemed to be a Changeof Board Recommendation.

Compensation Arrangements. Prior to the Acceptance Time, the Compensation Committee of the Wright Board will take all actions that may be required toapprove, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) promulgated underthe Exchange Act, any and all Compensation Actions taken after January 1 of the current fiscal year and prior to the Acceptance Time that have not alreadybeen so approved, where “Compensation Action” means any (a) granting by Wright or its subsidiaries to any present or former director or officer of anyincrease in compensation or benefits or of the right to receive any severance or termination compensation or benefit; (b) entry by Wright or its subsidiariesinto any employment, consulting, indemnification, termination, change of control, non-competition or severance agreement with any present or formerdirector or officer, or any approval, amendment, or modification of any such agreement; or (c) approval of, amendment to, or adoption of any a Wrightemployee benefit plan.

Delisting. Wright has agreed that prior to the Offer Closing it will, at Purchaser’s request, cooperate with Stryker and Purchaser and use reasonable bestefforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicablelaws and rules and policies of the Nasdaq to cause the delisting of Wright and the Shares from the Nasdaq as promptly as practicable after the Closing andthe deregistration of the Shares under the Exchange Act as promptly as practicable after such delisting.

Anti-Takeover Measures. Wright and the Wright Board (and any applicable committees thereof) will take all actions necessary so that no anti-takeovermeasure is or becomes applicable to any of the transactions contemplated by the Purchase Agreement. If any anti-takeover measure becomes applicable toany of the transactions contemplated by the Purchase Agreement, Wright and the Wright Board (and any applicable committees thereof) will grant suchapprovals and take such actions as are necessary so that any such

39

Table of Contents

transactions may be consummated as promptly as practicable on the terms contemplated by the Purchase Agreement and otherwise act to eliminate suchanti-takeover measures in respect of such transactions.

Director and Officer Liability. For a period of six (6) years after the Offer Closing, Wright will, and Stryker will cause Wright to, maintain in effect theexculpation, indemnification and advancement of expenses equivalent to the provisions of Wright’s organizational documents as in effect immediately priorto the Offer Closing solely with respect to acts or omissions occurring prior to the Offer Closing and will not amend, repeal or otherwise modify any suchprovisions in any manner that would adversely affect the rights thereunder of any present (as of the Offer Closing) or former director or officer of Wright.

In addition, Stryker and Purchaser will, jointly and severally, from and after the Offer Closing, indemnify and hold harmless Wright, its subsidiaries andeach present (as of the Offer Closing) or former director or officer of Wright against any liability for or on account of tax in connection with a Post-OfferReorganization, including all obligations to pay a judgment, settlement, or penalty and reasonable expenses incurred in connection with any action inrelation thereto, provided that, any such indemnity will be limited to taxes incurred in such person’s capacity as a director or officer of Wright and not as aholder of Shares or other equity of Wright.

Wright may purchase prior to the Offer Closing, and if Wright does not purchase prior to the Offer Closing, Stryker will use reasonable best efforts to causeWright to purchase at or after the Offer Closing, a tail policy under the current directors’ and officers’ liability insurance policies maintained at such time byWright in respect of acts or omissions occurring at or prior to the Offer Closing, which tail policy (a) will be effective for a period from the Offer Closingthrough and including the date six (6) years after the Offer Closing with respect to claims arising from facts or events that existed or occurred prior to or atthe Offer Closing and (b) will contain coverage that is at least as protective to such directors and officers as the coverage provided by such existing policies,provided, that, the premium for such tail policy may not be (and Stryker will not be required to cause Wright to expend) in excess of three hundred percent(300%) of the last annual premium paid prior to the Offer Closing. Stryker will cause any such policy to be maintained in full force and effect for their fullterm, and cause all obligations thereunder to be honored by Wright.

Employee Matters. For a period beginning on the date of the Offer Closing and ending on the first anniversary of such date or such earlier date as a CurrentEmployee’s (as defined below) employment terminates, Stryker will or will cause Wright and its subsidiaries to, maintain for each individual who isemployed by Wright or its subsidiaries at the Offer Closing (each, a “Current Employee”):

• base compensation and target annual cash incentive compensation or bonus opportunity (but subject to applicable adjustments to performance

goals following the Offer Closing) that are at least as favorable as that provided to such Current Employee immediately prior to the OfferClosing;

• benefits that are at least as favorable in the aggregate to those benefits (excluding equity or equity-related awards and any defined benefitpension benefits) provided to such Current Employee immediately prior to the Offer Closing; and

• severance benefits that are at least as favorable as the severance benefits (excluding equity or equity-related severance benefits) provided tosuch Current Employee immediately prior to the Offer Closing.

Prior to the Acceptance Time, Wright may pay to each Current Employee who is employed by Wright or one of its subsidiaries at the time of such paymentsthe following cash bonuses:

• at the time such bonuses are typically paid, up to an amount due to such Current Employee under Wright’s annual bonus program assumingthe achievement of applicable performance metrics at the higher of “target” or actual performance in 2019;

• up to an amount due to such Current Employee under Wright’s annual bonus program assuming if the Acceptance Time occurs in 2020, the

achievement of applicable performance metrics at “target” in 2020 with such amount being pro-rated for the portion of the year prior to theAcceptance Time; and

40

Table of Contents

• up to an amount due to such Current Employee under Wright’s annual bonus program assuming if the Acceptance Time occurs in 2021, (a)

the achievement of applicable performance metrics at the higher of “target” or actual performance in 2020 and (b) the achievement ofapplicable performance metrics at “target” in 2021 with such amount being pro-rated for the portion of the year prior to the Acceptance Time.

Each Current Employee will be credited with his or her years of service for purposes of eligibility, vesting and level of benefits under the employee benefitplans of Stryker, Wright and its other subsidiaries (excluding for benefit accrual purposes under any defined benefit plan) that such Current Employees maybe eligible to participate in after the Offer Closing, to the same extent as such service was taken into account under any comparable Wright benefit planimmediately prior to the date of the Offer Closing. In addition, Stryker will not subject Current Employees to any eligibility requirements, actively-at-workrequirements, pre-existing condition limitations or waiting periods under any employee benefit plan of Stryker, Wright or its other subsidiaries for anycondition for which the Current Employee would have been entitled to coverage under a corresponding benefit plan of Wright prior to the Offer Closing,and if Current Employees commence participating in employee benefit plans of Stryker, Wright and other subsidiaries other than on the first day of a planyear, Stryker will use commercially reasonable efforts to provide credit under such benefit plans for any expenses incurred by Current Employees and theircovered dependents under a benefit plan of Wright during the portion of the plan year that includes the Offer Closing for purposes of satisfying anyapplicable copayments, co-insurance, deductibles, maximum out-of-pocket requirements and other out-of-pocket expenses or similar requirements underany such plans applicable to Current Employees and their covered dependents in respect of the plan year in which the Offer Closing occurs, subject toStryker’s receipt of necessary information related to amounts paid by such Current Employees.

Regulatory Approvals; Efforts. Stryker, Purchaser and Wright have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and todo, or cause to be done, all things necessary, proper, or advisable under applicable laws to consummate the Offer by or before the Outside Date. In addition,Stryker, Purchaser and Wright have agreed to, (a) in cooperation and consultation with each other, make an appropriate filing of a Notification and ReportForm pursuant to the HSR Act and all other filings required pursuant to applicable foreign antitrust laws with respect to the Transactions as promptly asreasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Formpursuant to the HSR Act must be made within ten (10) business days after the date of the Purchase Agreement, unless otherwise agreed to by Wright andStryker in writing) and (b) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested(including pursuant to a second or similar request) pursuant to the HSR Act or any other antitrust law. Stryker will, with the reasonable cooperation ofWright, be responsible for making any filing or notification, or draft filing as may be the case, required or advisable under foreign antitrust laws as promptlyas reasonably practicable after the date of the Purchase Agreement, unless otherwise agreed to by Wright and Stryker in writing. Stryker, Purchaser andWright will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to each otherin advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by, or on behalf of, them inconnection with proceedings under or relating to any antitrust laws, provided that Stryker will have the right to devise, control and direct the strategy andtiming for, and making of all material decisions relating to (and will take the lead in all meetings and communications with any governmental body relatingto), obtaining any consent of a governmental body relating to antitrust laws, including resolving any action related to any such consent.

Stryker, Purchaser and Wright have agreed (a) to furnish to each other such information and assistance as the other may reasonably request in connectionwith obtaining any consent or any action under or relating to antitrust laws or otherwise relating to or to facilitate a Remedy (as defined below), (b) to giveeach other reasonable advance notice of all meetings with any governmental body relating to any antitrust laws or otherwise relating to or to facilitate aRemedy, (c) to give each other an opportunity to participate in each of such meetings, (d) to the extent practicable, to give each other reasonable advancenotice of all substantive oral communications with any

41

Table of Contents

governmental body relating to any antitrust laws, (e) if any governmental body initiates a substantive oral communication regarding any antitrust laws, topromptly notify the other party of the substance of such communication, (f) to provide each other with a reasonable advance opportunity to review andcomment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) witha governmental body regarding any antitrust laws and (g) to provide each other with copies of all substantive written communications to or from anygovernmental body relating to any antitrust laws.

Stryker has agreed to, and will cause each of its subsidiaries to, take any and all actions necessary to obtain any consents, clearances or approvals requiredunder or in connection with the HSR Act and any other antitrust laws to enable all applicable waiting periods to expire, and to avoid or eliminateimpediments under applicable antitrust laws asserted by any governmental body, in each case, to cause the Offer to be consummated prior to the OutsideDate, including if necessary to obtain clearance by any governmental body before the Outside Date, offering, negotiating, committing to, and effecting, byconsent decree, hold separate order, or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, equity holdings,rights, products or businesses of Stryker and its subsidiaries (including Wright and its subsidiaries), and any other restrictions on the activities of Strykerand its subsidiaries (including Wright and its subsidiaries) (the foregoing, a “Remedy”). To assist Stryker in complying with such obligations, Wright will(and will cause its subsidiaries to) enter into one or more agreements requested by Stryker to be entered into by any of them prior to the Offer Closing withrespect to a Remedy. Without Stryker’s prior written consent, Wright will not (and will not permit any of its subsidiaries to) take or cause to be taken, do orcause to be done, offer, negotiate, commit to or effect any Remedy. Notwithstanding anything in the Purchase Agreement to the contrary, (a) Stryker’sobligation to (and to cause its subsidiaries (including for this purpose, Wright and its subsidiaries) to) offer, negotiate, commit to or effect any Remedy orRemedies will be limited to (i) total ankle replacement products and services and (ii) other products and services that represented, individually or in theaggregate, less than $25 million of annual revenue generated during the 2018 fiscal year and (b) Stryker will not be required to (or to cause its subsidiaries(including for this purpose, Wright and its subsidiaries) to) offer, negotiate, commit to or effect any Remedy or Remedies other than those required pursuantto clause (a).

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental body challenging anytransaction contemplated by the Purchase Agreement, Stryker, Purchaser and Wright will cooperate in all respects with each other and will use theirreasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment,injunction, decision or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation ofsuch transactions.

Litigation. Except as otherwise set forth in the Purchase Agreement with regards to regulatory approvals, Wright will control any action brought againstWright or any of its subsidiaries or their directors or officers relating to or in connection with the Purchase Agreement or the transactions contemplatedthereby, provided that (a) Wright will notify Stryker as soon as possible of such actions, (b) Wright will consult with Stryker regarding the defense of anysuch actions, and Stryker will have a right to participate in such defense and (c) Wright will not compromise or settle or offer to compromise or settle anysuch actions without the prior written consent of Stryker (which consent will not be unreasonably withheld, delayed or conditioned).

Financing Cooperation. Wright has agreed to, and will cause its Subsidiaries to, and will use its reasonable best efforts to cause its and their respectiverepresentatives to, on a timely basis, provide reasonable cooperation requested in writing by Stryker that is customary in connection with the arrangement,marketing, syndication and consummation of any public or private debt financing or any public or private equity offering, including any offering ofderivative securities or other securities exchangeable for, or convertible into, equity securities (and the satisfaction of the conditions precedent to fundingthereof) for transactions that are similar to the transactions contemplated by the Purchase Agreement. The obtaining of any financing is not a condition tothe Offer Closing. If financing has not been obtained, Stryker and Purchaser will continue to be obligated, prior to any valid termination of the PurchaseAgreement, and subject to the fulfillment or waiver of the conditions of the Offer, to complete the Offer and consummate the transactions contemplated bythe Purchase Agreement.

42

Table of Contents

Treatment of Certain Wright Indebtedness. Wright has agreed not to make any change to the terms of the indentures governing its Cash Convertible SeniorNote due 2020, Cash Convertible Senior Note due 2021 and Cash Convertible Senior Note due 2023 (collectively, the “Convertible Notes”) without theprior written consent of Stryker. In addition, Wright and its subsidiaries will take all actions as may be required in accordance with, and subject to, the termsof such indentures including, without limitation, delivery, issuance or entry into, as applicable, of any notices, certificates, press releases, supplementalindentures, legal opinions, officers’ certificates or other documents or instruments required to comply with such indentures. At the Offer Closing, Wrightwill take all necessary action to perform and comply with all of its obligations under the indentures governing its Convertible Notes within the time periodsrequired thereby, provided that any opinions of counsel required by such indentures, or as may be required by the trustee pursuant to such indentures, willbe delivered by Wright and its counsel to the extent required to be delivered in connection with the transactions contemplated by the Purchase Agreement.In addition, Wright has agreed to take all commercially reasonable actions requested by Stryker in connection with making elections under, amending,obtaining waivers, and/or unwinding or otherwise settling the hedge and warrant transactions associated with the Convertible Notes.

Other Covenants. The Purchase Agreement contains other customary covenants and agreements, including, but not limited to, covenants related to access toinformation, confidentiality, public announcements and notification of certain matters.

Termination of the Purchase Agreement. The Purchase Agreement may be terminated and the transactions contemplated by the Purchase Agreement may beabandoned at any time prior to the Acceptance Time:

• by mutual written consent of Wright and Stryker;

• by either Wright or Stryker, if:

• any court or other governmental body of competent jurisdiction has issued a final judgment, injunction order, decree or ruling or takenany other final action permanently restraining, enjoining or otherwise prohibiting the Offer, Asset Sale, Compulsory Acquisition,Liquidation, Second Step Distribution, the Mergers or any other transaction contemplated by the Purchase Agreement, and suchjudgment, injunction, order, decree, ruling or other action has become final and non-appealable (a “Judgment Termination”), providedthat the Judgment Termination will not be available to any party if the failure of such party to perform or comply with any of itsobligations under the Purchase Agreement in any material respect has been the principal cause of or principally resulted in the issuanceof such judgment, injunction, order, decree or ruling or the taking of such other action;

• the Acceptance Time has not occurred on or prior to the Outside Date (an “Outside Date Termination”), provided that the right to anOutside Date Termination will not be available to any party if the failure of such party to perform or comply with any of its obligationsunder the Purchase Agreement in any material respect has been the principal cause of or principally resulted in the failure of theAcceptance Time to have occurred on or before the Outside Date;

• the Offer (as it may have been extended and re-extended in accordance with the terms of the Purchase Agreement) expires as a result ofthe non-satisfaction of any condition to the Offer or is terminated pursuant to its terms and the Purchase Agreement without Purchaserhaving accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Offer (a “Condition FailureTermination”), provided that the Condition Failure Termination will not be available to any party if the failure of such party to performor comply with any of its obligations under the Purchase Agreement in any material respect has been the principal cause of orprincipally resulted in the non-satisfaction of any such condition to the Offer or the termination of the Offer pursuant to its termswithout Purchaser having accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Offer; or

• the EGM has been held and been concluded and (a) the Governance Resolutions have not been adopted, (b) the Asset Sale Resolutionshave not been adopted, (c) the Merger Resolutions have

43

Table of Contents

not been adopted or (d) the Demerger Resolutions have not been adopted (an “EGM Failure Termination”);

• by Wright:

• if (a) Purchaser fails to commence the Offer in violation of the Purchase Agreement or (b) Purchaser, in violation of the terms of thePurchase Agreement, fails to accept for purchase Shares validly tendered (and not withdrawn) pursuant to the Offer (a “Failed OfferTermination”), provided, however, that the Failed Offer Termination will not be available if Wright has breached its obligations underthe Purchase Agreement in any manner that is the principal cause of or principally resulted in the failure of the Offer to so commence;

• if there has been a breach of any covenant or agreement made by Stryker or Purchaser in the Purchase Agreement, or any representationor warranty of Stryker or Purchaser is inaccurate or becomes inaccurate after the date of the Purchase Agreement, and such breach orinaccuracy gives rise to a Purchaser Material Adverse Effect, and such breach or inaccuracy is not capable of being cured within thirty(30) days following receipt by Stryker or Purchaser of written notice from Wright of such breach or inaccuracy or, if such breach orinaccuracy is capable of being cured within such period, it has not been cured within such period (a “Purchaser Breach Termination”),provided that the Purchaser Breach Termination will not be available if Wright is then in material breach of any of its representations,warranties, covenants or agreements under the Purchase Agreement; or

• in order for Wright to enter into a definitive Alternative Acquisition Agreement with respect to a Superior Proposal to the extent

permitted by, and subject to the applicable terms and conditions of, the non-solicitation provisions of the Purchase Agreement (an“Alternative Acquisition Agreement Termination”);

• by Stryker, if:

• there has been a breach of any covenant or agreement made by Wright in the Purchase Agreement, or any representation or warranty ofWright is inaccurate or becomes inaccurate after the date of this Agreement, and such breach or inaccuracy gives rise to a failure of theWright No Breach Condition (as defined below), and such breach or inaccuracy is not capable of being cured within thirty (30) daysfollowing receipt by Wright of written notice from Stryker or Purchaser of such breach or inaccuracy or, if such breach or inaccuracy iscapable of being cured within such period, it has not been cured within such period (a “Wright Breach Termination”), provided theWright Breach Termination shall not be available if Stryker or Purchaser is then in material breach of any of its representations,warranties, covenants or agreements under the Purchase Agreement; or

• (a) the Wright Board or any committee thereof effects a Change of Board Recommendation or (b) the Wright Board or any committee

thereof or Wright breaches in any material respect the non-solicitation provisions of the Purchase Agreement (a “Change of BoardRecommendation Termination”).

Effect of Termination. If the Purchase Agreement is terminated pursuant to its terms, it will become void and of no effect with no liability on the part of anyparty (or of any of its representatives) and all rights and obligations of any party shall cease, except that (a) certain specified provisions of the PurchaseAgreement will survive, including those with respect to the Termination Fee (as defined below) and (b) no such termination will relieve any person of anyliability for damages resulting from a material breach of the Purchase Agreement that is a consequence of an act or omission intentionally undertaken by thebreaching party with the knowledge that such act or omission would, or would reasonably be expected to, result in a material breach of the PurchaseAgreement (an “Intentional Breach”) or fraud. Stryker will cause the Offer to be terminated immediately after any termination of the Purchase Agreement.

44

Table of Contents

Termination Fee. Wright has agreed to pay Stryker a termination fee of $150 million (the “Termination Fee”) if:

• the Purchase Agreement is terminated by Wright pursuant to an Alternative Acquisition Agreement Termination;

• the Purchase Agreement is terminated by Stryker pursuant to a Change of Board Recommendation Termination; or

• (a) the Purchase Agreement is terminated by (i) Stryker pursuant to a Wright Breach Termination on the basis of a breach of a covenant oragreement, (ii) either Stryker or Wright pursuant to an EGM Failure Termination or (iii) either Stryker or Wright pursuant to an Outside DateTermination or a Condition Failure Termination (and in the case of a termination by either Stryker or Wright pursuant to a Condition FailureTermination, at the time of the expiration or termination of the Offer, all conditions to the Offer (other than the Minimum Condition) weresatisfied or waived), (b) in any such termination under clause (a), prior to such termination, an Acquisition Proposal made after the date of thePurchase Agreement has been publicly disclosed and not publicly withdrawn or is otherwise known to the Wright Board and not withdrawn(publicly, if publicly disclosed) and (c) within twelve (12) months after any such termination, Wright or any of its subsidiaries enters into anAlternative Acquisition Agreement with respect to any Acquisition Proposal (regardless of when or whether such transaction is consummated)or any Acquisition Proposal is consummated (provided, that for purposes of clause (c), references to “fifteen percent (15%) or more” in thedefinition of Acquisition Proposal will be substituted for “more than fifty percent (50%)”).

Governing Law, Jurisdiction. The Purchase Agreement and any action arising out of or relating to the Purchase Agreement or the transactions contemplatedthereby, will be governed by, and construed in accordance with, the laws of the State of Delaware. Stryker, Purchaser and Wright have (a) expressly andirrevocably submitted to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subjectmatter jurisdiction, the United States District Court for the District of Delaware, in the event any dispute arises out of the Purchase Agreement, the Offer, orthe other transactions contemplated by the Purchase Agreement, (b) agreed not to attempt to deny or defeat such personal jurisdiction by motion or otherrequest for leave from any such court and (c) agreed not to bring any action relating to the Purchase Agreement, the Offer, or the other transactionscontemplated by the Purchase Agreement in any court other than the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subjectmatter jurisdiction, the United States District Court for the District of Delaware.

Specific Performance. Stryker, Purchaser and Wright have agreed that in the event of any breach of the Purchase Agreement, irreparable harm would occurthat monetary damages could not make whole and that accordingly each party will be entitled, in addition to any other remedy to which it may be entitled atlaw or in equity, to compel specific performance to prevent or restrain breaches or threatened breaches of the Purchase Agreement in any action without theposting of a bond or undertaking.

Conditions to the Offer. The conditions to the Offer are described in Section 15—“Certain Conditions of the Offer.”

12. Purpose of the Offer; Plans for Wright.

Purpose of the Offer. The purpose of the Offer is for Purchaser to acquire all of Wright’s outstanding equity interests so that Purchaser will own and controlall of Wright’s business, operations and assets. The purpose of the Post-Offer Reorganization is to acquire all outstanding Shares not tendered andpurchased pursuant to the Offer and any Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) or to otherwise acquire orincrease control over Wright’s business, operations and assets. If the Offer Closing occurs, Stryker or Purchaser may elect to consummate a Post-OfferReorganization as described below.

Following the Acceptance Time, except as described below, Purchaser will (and Stryker will cause Purchaser to) provide for a Subsequent Offering Periodof at least ten (10) business days in accordance with Rule 14d-11

45

Table of Contents

promulgated under the Exchange Act and in accordance with the Purchase Agreement. In the event that prior to the expiration of any such SubsequentOffering Period, Purchaser or Stryker publicly announces its intention to, subject to the terms of the Purchase Agreement, effectuate the Asset Sale,Purchaser will (and Stryker will cause Purchaser to) extend the Subsequent Offering Period for the Minority Exit Offering Period of at least five(5) business days to permit any remaining minority Wright shareholders to tender their shares in exchange for the Offer Consideration. The purpose of theSubsequent Offering Period (as it may be extended by the Minority Exit Offering Period) is to (a) offer to acquire outstanding Shares that were not tenderedpursuant to the Offer and (b) allow non-tendering Wright shareholders, who may be subject to different and potentially adverse tax treatment (includingwithholding tax treatment) on the consideration received in respect of their Shares in connection with the Asset Sale and Liquidation (as compared to theOffer), an additional opportunity to tender their Shares into the Offer and avoid such adverse tax treatment. In the event that promptly following theExpiration Time, Purchaser or Stryker has publicly announced its intention to, subject to the terms of the Purchase Agreement, effectuate the Mergers (asdefined below), Purchaser we not be required to provide either a Subsequent Offering Period or Minority Exit Offering Period, but may do so if Purchaserchooses.

If the Offer is consummated, Purchaser expects that the current directors of the Wright Board will resign, other than two non-executive directors selected byPurchaser and Wright by mutual written agreement who are independent from Stryker and Purchaser and who qualify as independent under the DutchCorporate Governance Code 2016 (unless the current non-executive directors do not agree to serve on the Wright Board after the Offer Closing, in whichcase Purchaser will designate replacement directors who will at all times be independent from Stryker and Purchaser and who qualify as independent underthe Dutch Corporate Governance Code 2016), who Purchaser expects will remain on the Wright Board until the earliest of (a) such time after theAcceptance Time as Purchaser and its affiliates, in the aggregate, own one hundred percent (100%) of the issued and outstanding Shares, including pursuantto the Mergers and (b) the Second Step Distribution having been made and the Liquidation having been completed.

After the Offer Closing, Purchaser intends to cause Wright to terminate the listing of the Shares on the Nasdaq (the “Delisting”). As a result, we anticipatethat there will not be an active trading market for the Shares. In addition, after the Offer Closing, Purchaser intends to cause Wright to terminate theregistration of the Shares under the Exchange Act as promptly as practicable and take steps to cause the suspension of the reporting obligations with respectto the Shares with the SEC.


If you sell your Shares pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by the Minority Exit OfferingPeriod), you will cease to have any equity interest in Wright or any right to participate in its earnings and future growth. If you do not tender your Shares,but the Mergers, the Liquidation or the Compulsory Acquisition is consummated, you also will no longer have an equity interest in Wright. Similarly, afterselling your Shares pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) orafter consummation of the Mergers, the Liquidation or the Compulsory Acquisition, you will not bear the risk of any decrease in the value of Wright.

Post-Offer Reorganization. Following the later of the Offer Closing and the closing of any Subsequent Offering Period (as it may be extended by theMinority Exit Offering Period), Stryker or Purchaser may, but is not required to, effectuate or cause to be effectuated a Post-Offer Reorganization. The Post-Offer Reorganization will utilize processes available to Purchaser under Dutch and other applicable law aimed at strengthening Stryker’s

46

Table of Contents

direct or indirect control over Wright or its assets and business operations. More specifically, the Asset Sale and Liquidation, the Mergers and theCompulsory Acquisition would ensure that Purchaser or one of its affiliates becomes the owner of all or substantially all of Wright’s business operationsfrom and after the consummation of such Post-Offer Reorganization. In the event the Asset Sale and Liquidation, the Mergers or the CompulsoryAcquisition are consummated, Wright will either be liquidated, disappear or become wholly owned by Purchaser. If a Post-Offer Reorganization isimplemented, Stryker currently has a preference to implement the Mergers.


Asset Sale, Liquidation and Second Step Distribution. In the event that the Asset Sale and Liquidation is implemented, which is subject to (a) the approvalof the Asset Sale Resolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and theReorganization Threshold having been achieved, any Wright shareholders who did not tender their Shares pursuant to the Offer (including during theSubsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will receive for each Share held immediately prior to completionof the Asset Sale cash in an amount equal to the Offer Consideration, without interest and less applicable withholding taxes. Upon consummation of theAsset Sale: (a) Wright will hold only the cash received in the Asset Sale and certain other immaterial assets and liabilities; (b) Purchaser (or an affiliate ofPurchaser) would (i) own all of Wright’s business operations and (ii) be the principal shareholder in Wright; and (c) the non-tendering Wright shareholderswould continue to own Shares representing, in the aggregate, a minority of the Shares then outstanding. As soon as practicable following consummation ofthe Asset Sale, the Liquidator would then complete the Liquidation in accordance with applicable Dutch procedures, with Purchaser (or an affiliate ofPurchaser) providing certain funds and indemnities to enable the Liquidator to make the Second Step Distribution, whereby the initial advance liquidationdistribution is expected to result in payment, through a settlement agent, to each non-tendering Wright shareholder of cash in an amount equal to the OfferConsideration, without interest and less applicable withholding taxes, for each Share then owned by such non-tendering Wright shareholder. Nocompensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the Second StepDistribution to their bank account or otherwise.

Subject to adoption of the Asset Sale Resolutions, a foundation (stichting) to be incorporated under Dutch law (the “Liquidator”) will be appointed as theliquidator in respect of the Liquidation once Wright’s dissolution has become effective and the Liquidator will carry out the liquidation of Wright’s assetsand business. The board of directors of the liquidator will initially consist of Wright, and Purchaser and Wright will use their respective reasonable bestefforts to (a) procure that the board of directors of the Liquidator will, as soon as practicable after the EGM but in any case prior to the contemplated SecondStep Distribution, consist of one or more professional liquidator(s) or similar service provider(s) (natural person(s) or a professional liquidator serviceprovider) and (b) reach agreement with such service provider as soon as practicable after the date of the Purchase Agreement.

Mergers. In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM(or any subsequent EGM) and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser willcomplete a series of mergers whereby (i) Wright will merge with and into Wright Luxembourg with Wright Luxembourg surviving the merger, (ii) WrightLuxembourg will merge with and into Wright Bermuda with Wright Bermuda surviving the merger and (iii) a Bermuda exempted company formed byStryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermuda surviving the merger. Upon completionof the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equity interest in the survivingentities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of the First Step Merger, cash in an amountequal to the Offer Consideration. Such amount would be without interest and less applicable withholding taxes. Stryker and Purchaser have no

47

Table of Contents

current intention to require the deduction and withholding of any amounts under any tax law, but such tax deduction and withholding will take place to theextent required under applicable tax law. Upon completion of the Mergers, Wright will be an indirect wholly owned subsidiary of Stryker. No compensationwill be paid to non-tendering Wright shareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

Compulsory Acquisition. In the event that the Compulsory Acquisition is permissible under applicable law and implemented, then Shares held bynon-tendering Wright shareholders will be acquired in accordance with Section 2:92a or Section 2:201a of the DCC. In that circumstance, the Dutch Courtwill determine the price to be paid for the non-tendered Shares. The Dutch Court has sole discretion to determine such price, and the Dutch Court will selectthe Reference Date. If the Compulsory Acquisition is commenced shortly following the Offer Closing and at the Offer Closing the Purchaser has achievedthe Compulsory Acquisition Threshold, it is expected that the Reference Date will be the date of the Offer Closing and that the per Share price paid in theCompulsory Acquisition will be equal to the Offer Consideration. If Purchaser has not achieved the Compulsory Acquisition Threshold at the time of theOffer Closing but does so shortly afterwards and then commences the Compulsory Acquisition, the Dutch Court will generally use as a Reference Date theearlier of (i) the date on which Purchaser demonstrates it has achieved the Compulsory Acquisition Threshold and (ii) the date on which the Dutch Courtrenders an interim judgment preliminarily allowing the claim for the Compulsory Acquisition. The Share price determined by the Dutch Court may begreater than, equal to or less than the Offer Consideration. Such price will be increased by Dutch Statutory Interest accrued at the rate applicable in theNetherlands (currently two percent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interestwould be the date Purchaser pays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a payment made to therelevant governmental authority in the Netherlands). Upon execution (tenuitvoerlegging) of the Dutch Court’s ruling in the Compulsory Acquisition, eachnon-tendering Wright shareholder will receive the per Share price determined by the Dutch Court and Purchaser will become the sole shareholder ofWright. If payment by Purchaser is made to the relevant governmental authority in the Netherlands, rather than directly to non-tendering Wrightshareholders, such shareholders may only seek their consideration directly from such governmental authority in the Netherlands. Upon completion of theCompulsory Acquisition, Wright will be an indirect wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wrightshareholders for any administrative costs charged by banks in relation to the transfer of the cash proceeds of the Compulsory Acquisition to their bankaccount or otherwise.

Alternative Post-Offer Reorganization Measures. The Purchase Agreement provides that Stryker or Purchaser, with, in certain circumstances, Wright’s priorwritten consent (such consent not to be unreasonably withheld), may also effectuate (and cause Wright to effectuate) the Post-Offer Reorganization bymeans of any of the following alternative manners (each an “Alternative Post-Offer Reorganization”):

• an election by Wright pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity forU.S. federal tax purposes;

• a statutory legal merger (juridische fusie) in accordance with Article 2:309 et seq. of the DCC between Wright (as the disappearing company)and Purchaser (as the acquiring company), pursuant to which merger the shareholders of Wright will receive shares of Purchaser (“PurchaserShares”), cash or receivables in accordance with Article 2:325 of the DCC (or a mix of any of the foregoing), upon which merger the holdersof the Purchaser Shares will be granted the right to exchange Purchaser Shares with Stryker, or an Affiliate of Stryker, for securities of Strykerat any time before a date to be set by Stryker or Purchaser, after which date the Purchaser Shares will be redeemed;

• a statutory (cross-border or domestic) legal (bilateral or triangular) merger (juridische (driehoeks-) fusie) in accordance with Article 2:309 etseq. of the DCC between Wright, Purchaser and/or any Affiliate of Stryker;

• a statutory legal (bilateral or triangular) demerger (juridische (driehoeks-) splitsing) of Wright in accordance with Article 2:334a et seq. of theDCC;

48

Table of Contents

• a contribution of cash and/or assets by Purchaser, Stryker or by any Affiliate of Stryker in exchange for ordinary shares in Wright’s share

capital, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of the non-tendering Wright shareholders could beexcluded;

• a sale and transfer of assets and liabilities (a) by Wright or a subsidiary of Wright to Purchaser, Stryker or an affiliate of Stryker or (b) by

Purchaser, Stryker or any affiliate of Stryker to Wright or any subsidiary of Wright, on terms substantially similar to the terms agreed for theAsset Sale to the extent this relates to substantially all of the assets and liabilities of Wright and its subsidiaries;

• a distribution of proceeds, cash and/or assets to the shareholders of Wright or share buybacks;

• a dissolution and/or liquidation of Wright;

• a subsequent public offer for any Shares held by non-tendering Wright shareholders;

• a conversion of Wright into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid);

• any transaction, including a sale and/or transfer of any or all assets, between Wright and its affiliates or between Wright, on the one hand, andPurchaser or Stryker, on the other hand, or their respective affiliates (including any newly formed private company with limited liability(besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of the Netherlands), with the objective of preserving orutilizing any carry forward tax losses available to Wright, Stryker, Purchaser or any of their respective affiliates;

• any transactions, restructurings, share issues, procedures and/or proceedings in relation to Wright and/or one or more of its affiliates requiredto effect the aforementioned transactions; and

• any combination of the foregoing.

To undertake any Alternative Post-Closing Reorganization (other than as described in the first two bullet points above), Stryker or Purchaser would have toreceive the prior written consent of Wright (not to be unreasonably withheld), which consent would require the affirmative vote of the IndependentDirectors if the proposed Alternative Post-Closing Restructuring constituted an Independent Director Approval Transaction (as defined below).


Under no circumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, anySubsequent Offering Period (as it may be extended by the Minority Exit Offering Period) or any delay in making payment for Shares.

The affirmative vote of the Independent Directors will be required for approving (a) any restructuring that would reasonably be expected to lead to adilution of the shareholdings of the non-tendering Wright shareholders, other than (i) pursuant to a rights issue by Wright or any other share issue where thenon-tendering Wright shareholders have been offered an opportunity to subscribe pro rata to their then existing shareholding in Wright (voorkeursrecht), (ii)the Asset Sale, the Liquidation and the Second Step Distribution, (iii) the Mergers or (iv) the Compulsory Acquisition and (b) any other form of unequaltreatment that prejudices or would reasonably be expected to prejudice or negatively affect the value of the Shares or voting rights attached to the Sharesheld by the non-tendering Wright shareholders, but in any event not including (i) the Asset Sale, the Liquidation and

49

Table of Contents

the Second Step Distribution, (ii) the Mergers or (iii) the Compulsory Acquisition (each of (a) and (b), an “Independent Director Approval Transaction”).

Plans for Wright. It is expected that, initially following the Post-Offer Reorganization, the business and operations of Wright will, except as set forth in thisOffer to Purchase, be continued substantially as they are currently being conducted. Purchaser and its affiliates will continue to evaluate the business andoperations of Wright during the pendency of the Offer and after the consummation of any Post-Offer Reorganization and may make changes to their plansbased on such evaluation, and will take such actions as they deem appropriate under the circumstances then existing. Thereafter, Purchaser and its affiliatesintend to conduct a comprehensive review of Wright’s business, operations, capitalization and management with a view to optimizing the integration ofWright and Stryker.

To the best knowledge of Purchaser and Stryker, except for certain agreements described in the Schedule 14D-9, no employment, equity contribution orother agreement, arrangement or understanding between any executive officer or director of Wright, on the one hand, and Stryker, Purchaser or Wright, onthe other hand, existed as of the date of the Purchase Agreement, and the Offer is not conditioned upon any executive officer or director of Wright enteringinto any such agreement, arrangement or understanding.

It is possible that certain members of Wright’s current management team will enter into new employment arrangements with Wright, Stryker or theiraffiliates after the completion of the Offer and the transactions contemplated by the Purchase Agreement. Such arrangements may include the right topurchase or participate in the equity of Stryker or its affiliates. There can be no assurance that any parties will reach an agreement on any terms, or at all.

13. Certain Effects of the Offer.

Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Wright shareholders and the number of Shares that mightotherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares. We cannot predict whether the reduction inthe number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Sharesor whether such reduction would cause future market prices to be greater or less than the Offer Consideration.

Nasdaq Listing. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continuedlisting on the Nasdaq. According to the Nasdaq’s published guidelines, Nasdaq would consider disqualifying the Shares for listing on the Nasdaq if, amongother possible grounds, (a) the total number of holders of record and holders of beneficial interest, taken together, in the Shares falls below 400, (b) the bidprice for a Share over a 30 consecutive business day period is less than $1.00, (c)(i) Wright has stockholders’ equity of less than $10 million, the number ofpublicly held Shares falls below 750,000, the market value of publicly held Shares over a thirty (30) consecutive business day period is less than $5 millionor there are fewer than two active and registered market makers in the Shares over a ten consecutive business day period, (ii) the number of publicly heldShares falls below 1,100,000, the market value of publicly held Shares over a thirty (30) consecutive business day period is less than $15 million, there arefewer than four active and registered market makers in the Shares over a ten consecutive business day period, or the market value of Wright’s listedsecurities is less than $50 million over a ten consecutive business day period or (iii) the number of publicly held shares falls below 1,100,000, the marketvalue of publicly held Shares over a thirty (30) consecutive business day period is less than $15 million, there are fewer than four active and registeredmarket makers in the Shares over a ten consecutive business day period, or Wright’s total assets and total revenue is less than $50 million each for the mostrecently completed fiscal year (or in two of the last three (3) fiscal years). If, as a result of the purchase of the Shares pursuant to the Offer, the Shares nolonger meet these criteria, the listing of Shares on the Nasdaq would be discontinued and the market for the Shares will be adversely affected. Regardless ofwhether the Shares continue to meet the criteria for continued listing on the Nasdaq, after the Offer Closing, we intend to cause Wright to terminate thelisting of the Shares on the Nasdaq.

50

Table of Contents


Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the“Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending uponfactors similar to those described above regarding the market for the Shares and listing, it is possible that, following the Offer, the Shares would no longerconstitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateralfor loans made by brokers.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by Wright tothe SEC if the Shares are neither listed on a national securities exchange nor held by three hundred (300) or more holders of record, subject to fulfillingcertain conditions. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished byWright to its shareholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Wright. Furthermore, the abilityof “affiliates” of Wright and persons holding “restricted securities” of Wright to dispose of such securities pursuant to Rule 144 promulgated under theSecurities Act may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “marginsecurities” or be eligible for listing on the Nasdaq as described above. We intend to, and will cause Wright to, terminate the registration of the Shares underthe Exchange Act as promptly as practicable after the Offer Closing and expect to take steps to cause the suspension of all of Wright’s reporting obligationswith respect to the Shares under the Exchange Act. If registration of the Shares is not terminated prior to the commencement of the Post-OfferReorganization, the registration of the Shares under the Exchange Act will be terminated during or following the consummation of Post-OfferReorganization.

Other measures. Subject to the terms and conditions of the Purchase Agreement and this Offer to Purchase, Purchaser reserves the right to submit, orrequest Wright to submit, proposals for a vote at a general meeting of shareholders of Wright (including the EGM) in order to change the corporate structureand the capital structure of Wright and/or achieve an optimal financial or other structuring, including amendments to Wright’s articles of association andchanges in the accounting policies applied in Wright and its subsidiaries, all in accordance with Dutch law and the articles of association of Wright.

14. Dividends and Distributions.

The Purchase Agreement provides that, from the date thereof to the Offer Closing or the earlier termination of the Purchase Agreement, except with theprior written consent of Purchaser, neither Wright nor any of its subsidiaries will declare, set aside or pay any dividends on or make other distributions(whether in cash, stock or property) in respect of any their share capital, equity interests or other ownership or voting interests (other than the declarationand payment of cash dividends or distributions by a direct or indirect, wholly owned subsidiary of Wright solely to its parent in the ordinary course ofbusiness consistent with past practice).

15. Certain Conditions of the Offer.

Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the ExchangeAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Sharesvalidly tendered and not

51

Table of Contents

properly withdrawn in connection with the Offer, unless, immediately prior to the then applicable Expiration Time, each of the following conditions to theOffer has been satisfied or waived (to the extent such waiver is permitted by applicable law and the terms of the Purchase Agreement):

• the Minimum Condition;

• the Regulatory Clearance Condition;

• the Legal Restraints Condition;

• (a) Wright has not breached or failed to comply in any material respect with any of its agreements or covenants to be performed or compliedwith by it under the Purchase Agreement on or before the Acceptance Time, (b) the representations and warranties of Wright contained in thePurchase Agreement (other than the representations and warranties set forth in Section 3.2 (Authorization; Valid and Binding Agreement),Section 3.3(a), the first sentences of Section 3.3(b) and Section 3.3(c), Sections 3.3(d)-(f) and Section 3.3(h) (to the extent it relates to Wright,its share capital or other interests therein) (Capitalization), Section 3.5(a)(i) (No Breach), the first sentence of Section 3.9 (Absence of CertainDevelopments), Section 3.21 (Brokerage), Section 3.23 (Anti-Takeover Measures) and Section 3.24 (Opinion) of the Purchase Agreement)and that (i) are not made as of a specific date are true and correct as of the Expiration Time, as though made on and as of the Expiration Timeand (ii) are made as of a specific date are true as of such date, in each case, except, in the case of (i) or (ii), where the failure of suchrepresentations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Wright Material AdverseEffect”) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Wright Material Adverse Effect, (c) therepresentations and warranties set forth in Section 3.2 (Authorization; Valid and Binding Agreement), Section 3.3(a), the first sentence ofSection 3.3(c), Sections 3.3(d)-(f) and Section 3.3(h) (to the extent it relates to Wright, its share capital or other interests therein)(Capitalization), Section 3.5(a)(i) (No Breach), the first sentence of Section 3.9 (Absence of Certain Developments) and Section 3.23 (Anti-Takeover Measures) of the Purchase Agreement are true and correct in all respects, except in the case of Section 3.3(a), the first sentence ofSection 3.3(c), Sections 3.3(d)-(f) and Section 3.3(h) (to the extent it relates to Wright, its share capital or other interests therein)(Capitalization) of the Purchase Agreement for de minimis inaccuracies, as of the Expiration Time as though made on and as of such date andtime (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representationand warranty is so true and correct or (d) the representations and warranties set forth in the first sentence of Section 3.3(b) (Capitalization),Section 3.21 (Brokerage) and Section 3.24 (Opinion) of the Purchase Agreement are true and correct in all material respects as of theExpiration Time as though made on and as of such date and time (except to the extent that any such representation and warranty expresslyspeaks as of an earlier date, in which case such representation and warranty is so true and correct as of such earlier date) (collectively, the“Wright No Breach Condition”);

• the Material Adverse Effect Condition;

• Wright has delivered to Stryker a certificate dated as of the Expiration Time signed on behalf of the Wright by a senior executive officer of

Wright to the effect that the Wright No Breach Condition and the Material Adverse Effect Condition have been satisfied as of the ExpirationTime;

• the resignations of the existing members of the Wright Board as contemplated by the Purchase Agreement have been obtained;

• the Governance Resolutions Condition; and

• the Purchase Agreement has not been terminated pursuant to its terms.

The foregoing conditions are for the benefit of Stryker and Purchaser and (except for the Minimum Condition and the condition set forth in the last bulletabove) may be waived (where permitted by applicable law) by

52

Table of Contents

Stryker or Purchaser in whole or in part at any time or from time to time prior to the Expiration Time, in each case, subject to the terms and conditions ofthe Purchase Agreement and the applicable rules and regulations of the SEC. The foregoing conditions are in addition to, and not a limitation of, the rightsand obligations of Purchaser to extend, terminate, amend and/or modify the Offer in accordance with the terms and conditions of the Purchase Agreementand the applicable rules and regulations of the SEC. The failure by Stryker or Purchaser at any time to exercise any of the foregoing rights will not bedeemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In addition,each of the foregoing conditions is independent of any of the other foregoing conditions; the exclusion of any event from a particular condition does notmean that such event may not be included in another condition.

The foregoing conditions are (a) for the benefit of Stryker and Purchaser and (except for the Minimum Condition) may be waived (where permitted byapplicable law) by Stryker or Purchaser in whole or in part at any time or from time to time prior to the Expiration Time, in each case, subject to the termsand conditions of the Purchase Agreement and the applicable rules and regulations of the SEC and (b) in addition to, and not a limitation of, the rights andobligations of Purchaser to extend, terminate, amend and/or modify the Offer in accordance with the terms and conditions of the Purchase Agreement andthe applicable rules and regulations of the SEC.

16. Certain Legal Matters; Regulatory Approvals.

General. Except as described in this Section 16, based on our examination of publicly available information filed by Wright with the SEC and otherinformation provided by Wright, we are not aware of any governmental license or regulatory permit that appears to be material to Wright’s business thatmight be adversely affected by our acquisition of Shares as contemplated in this Offer to Purchase or of any approval or other action by any governmental,administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by Purchaser ascontemplated in this Offer to Purchase. Should any such approval or other action be required, we currently contemplate that such approval or other actionwill be sought. While Purchaser does not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome ofany such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantialconditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Wright’s business, anyof which under certain conditions specified in the Purchase Agreement, could cause Purchaser to terminate (and Stryker to cause Purchaser to terminate) theOffer without the purchase of Shares thereunder under certain conditions. See Section 15—“Certain Conditions of the Offer.”

Compliance with the HSR Act. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission of theUnited States (the “FTC”), certain transactions may not be consummated until specified information and documentary material (“Premerger Notificationand Report Form”) have been furnished to the FTC and the Antitrust Division of the Department of Justice of the United States (the “Antitrust Division”)and certain waiting periods have been terminated or expired. These requirements of the HSR Act apply to the acquisition of Shares pursuant to the Offer andthe Purchase Agreement.

Under the HSR Act, our purchase of Shares pursuant to the Offer may not be completed until the expiration of a fifteen (15) calendar day waiting periodfollowing the filing by Purchaser, of its Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless thewaiting period is extended by the FTC or the Antitrust Division. The required waiting period with respect to the Offer and the Purchase Agreement willexpire at 11:59 p.m., Eastern Time, fifteen (15) calendar days after filing (unless the fifteenth (15th) day falls on a weekend or holiday, in which case thefifteenth (15th) day is extended to the next business day), unless Purchaser withdraws its Premerger Notification and Report Form before the expiration ofthe initial fifteen (15) calendar day waiting period and refiles it thereafter, and unless the FTC or the Antitrust Division extends the waiting period byissuing a request for additional information and documentary material (a “Second Request”) prior to expiry of the initial waiting period. If within the initialwaiting period, Purchaser withdraws

53

Table of Contents

and refiles its Premerger Notification and Report Form, the HSR Act waiting period will restart and will expire fifteen (15) calendar days following there-filing of the Premerger Notification and Report Form unless the FTC or the Antitrust Division extends the waiting period by issuing a Second Requestprior to expiry of the initial waiting period. If within the initial waiting period either the FTC or the Antitrust Division issues a Second Request, the waitingperiod with respect to the Offer and the Purchase Agreement would be extended until ten (10) calendar days following the date of substantial compliance byPurchaser with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its expiration.

The FTC and the Antitrust Division will scrutinize the legality under the antitrust laws of Purchaser’s proposed acquisition of Wright. At any time before orafter Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S.federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have theauthority to challenge the transaction by seeking a federal court order enjoining the transaction or, if shares have already been acquired, requiringdisposition of such Shares, or requiring the divestiture of substantial assets of Purchaser, Wright or any of their respective subsidiaries or affiliates orrequiring other relief. United States state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief orseeking conditions to the completion of the Offer. While Stryker believes that consummation of the Offer would not violate any antitrust laws, there can beno assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action isthreatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser would not be obligated to consummate the Offer ifsuch action results in the failure of a condition of the Offer. See Section 15—“Certain Conditions of the Offer.”

Foreign Competition Law Filings. Wright and Stryker and certain of their respective affiliates conduct business in several countries outside of the UnitedStates. Based on a review of the information currently available about the businesses in which Purchaser, Wright and their respective affiliates are engaged,Purchaser and Wright have anticipated possible filings with the Austrian Federal Competition Authority, the Colombian Superintendency of Industry andCommerce, the German Federal Cartel Office, the Saudi Arabian General Authority for Competition, and the UK Competition and Markets Authority.Waiting periods promulgated or approvals required under the competition laws of Austria, Colombia, Germany, the Kingdom of Saudi Arabia and theUnited Kingdom, in each case, to the extent applicable, will have, respectively, expired or been received before the transactions contemplated by thePurchase Agreement may close. Descriptions of the filing process for each of these jurisdictions are provided in Item 8 of the Schedule 14D-9. Inaccordance with the terms of the Purchase Agreement, Wright, Stryker and Purchaser have agreed to promptly make all such filings.

Stryker and Purchaser are not currently aware of any other pre-closing antitrust or competition law filings required in connection with the transactionscontemplated by the Purchase Agreement.

Going Private Transactions. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, andwhich may under certain circumstances be applicable to certain Post-Offer Reorganizations or other business combinations following the purchase of Sharespursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not then held by it. Purchaser believes that Rule 13e-3 under the ExchangeAct will not be applicable to such Post-Offer Reorganizations because Purchaser was not, at the time the Purchase Agreement was executed, and is not, anaffiliate of Wright (for purposes of the Exchange Act); and it is anticipated that any such Post-Offer Reorganization will be effected as soon as practicableafter the consummation of the Offer (and within one year following the consummation of the Offer) and it is further anticipated that shareholders willreceive the same price per Share as the Offer Consideration in such Post-Offer Reorganization (subject to the determination of the Dutch Court, ifapplicable).

54

Table of Contents

17. Appraisal Rights.

Wright shareholders are not entitled under Dutch law or otherwise to appraisal rights with respect to the Offer.

In the event that the Compulsory Acquisition is permissible under applicable law and implemented, the Dutch Court will determine in its sole discretion theprice to be paid for the non-tendered Shares, which price may be greater than, equal to or less than the Offer Consideration. Such price will be increased byDutch Statutory Interest accrued at the rate applicable in the Netherlands (currently two percent (2%) per annum). The non-tendering Wright shareholdersdo not have the right to commence a Compulsory Acquisition proceeding to oblige us to buy their Shares.

In the event the Merger Resolutions are adopted at the EGM or any subsequent EGM, any Wright shareholder that votes against the Merger Resolutionsmay exercise its withdrawal right under Dutch law in connection with the First-Step Merger (the “Merger Withdrawal Right”) by filing a request forcompensation in accordance with Section 2:333h of the DCC within one (1) month after the date of the EGM or subsequent EGM at which the MergerResolutions were adopted. If the Mergers are then implemented, such compensation would be paid in cash in connection with the consummation of theFirst-Step Merger. The Merger Resolutions include certain amendments to Wright’s articles of association that fix the cash compensation payable to anysuch Wright shareholders exercising the Merger Withdrawal Right at an amount per Share equal to the Offer Consideration without interest and lessapplicable withholding taxes.

18. Fees and Expenses.

Purchaser has retained Innisfree M&A Incorporated to be the Information Agent and American Stock Transfer & Trust Company, LLC to be the Depositaryin connection with the Offer. As part of the services included in such retention, the Information Agent may contact Wright shareholders by mail, telephone,facsimile, personal interview, electronic mail, and other methods of electronic communication and may request brokers, dealers, commercial banks, trustcompanies and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with theOffer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith,including certain liabilities under federal securities laws.

Except as set forth above, neither Stryker nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to theDepositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks,trust companies and other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expenses incurred by them inforwarding offering materials to their customers. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer,the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to bedesignated by Purchaser.

19. Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) Wright shareholders in any jurisdiction in which the making of the Offeror the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, we may, in our discretion,take such action as we deem necessary to make the Offer comply with the laws of any such jurisdiction and extend the Offer to Wright shareholders in suchjurisdiction in compliance with applicable laws. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, theOffer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to bedesignated by Purchaser.

55

Table of Contents

No person has been authorized to give any information or to make any representation on behalf of Stryker or Purchaser not contained herein or inthe Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker,dealer, bank, trust company, fiduciary or other person will be deemed to be the agent of Stryker, Purchaser, the Depositary, or the InformationAgent for the purpose of the Offer.

Stryker and Purchaser have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulationsunder the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. A copyof such documents, and any amendments thereto, may be reviewed on the internet website maintained by the SEC at www.sec.gov as discussed in Section 8—“Certain Information Concerning Stryker and Purchaser.”

Wright is required under the Purchase Agreement to file its Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 concurrently withthis Offer to Purchase, setting forth the recommendation of the Wright Board with respect to the Offer and the reasons for such recommendation andfurnishing certain additional related information. Wright is also required under the Purchase Agreement to file a preliminary proxy statement with the SECin connection with the EGM, together with other appropriate materials for the EGM, within forty-five (45) business days from the date of the PurchaseAgreement, and may file amendments and supplements thereto. A copy of such documents, and any amendments thereto, may, when filed, may be reviewedon the internet website maintained by the SEC at www.sec.gov as discussed in Section 7—“Certain Information Concerning Wright.” INVESTORS ANDSHAREHOLDERS OF WRIGHT ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION THAT PERSONS SHOULD CONSIDER BEFORE MAKING ANY VOTING DECISION.Wright, its directors and executive officers and other members of its management and employees, as well as Stryker and its directors and executive officers,may be deemed to be participants in the solicitation of proxies from Wright’s shareholders in connection with the EGM. Information about Wright’sdirectors and executive officers and their ownership of Shares is set forth in the proxy statement for Wright’s 2019 annual general meeting of shareholders,which was filed with the SEC on May 17, 2019. Information about Stryker’s directors and executive officers is set forth in the proxy statement for Stryker’s2019 annual meeting of shareholders, which was filed with the SEC on March 20, 2019. Wright shareholders may obtain additional information regardingthe direct and indirect interests of the participants in the solicitation of proxies in connection with the EGM, including the interests of Wright’s directors andexecutive officers in the transaction, which may be different than those of Wright’s shareholders generally, by reading the proxy statement and otherrelevant documents regarding the transaction which will be filed with the SEC.

Stryker B.V.

Stryker Corporation

December 13, 2019

56

Table of Contents

SCHEDULE I

INFORMATION RELATING TO STRYKER AND PURCHASER

Stryker. The following table sets forth the name, business address and telephone number, citizenship, present principal occupation, employment history,material occupations, positions, offices or employment for at least the past five (5) years of each of the executive officers and directors of Stryker. Thecurrent business address of each person is 2825 Airview Boulevard, Kalamazoo, Michigan, USA, and the current business telephone number is +1 (269)385-2600. Name Citizenship TitleKevin A. Lobo United States Director, Chairman and Chief Executive OfficerMary K. Brainerd United States DirectorSrikant M. Datar, Ph.D. United States DirectorRoch Doliveux, DVM France DirectorLouise L. Francesconi United States DirectorAllan C. Golston United States DirectorSherilyn S. McCoy United States DirectorAndrew K. Silvernail United States DirectorRonda E. Stryker United States DirectorRajeev Suri Singapore DirectorYin C. Becker

United States

Vice President, Communications, Public Affairs and CorporateMarketing

William E. Berry, Jr.

United States

Vice President, Corporate Controller and Principal AccountingOfficer

Glenn S. Boehnlein United States Vice President and Chief Financial OfficerM. Kathryn Fink United States Vice President, Chief Human Resources OfficerRobert Fletcher United States Vice President, Chief Legal OfficerViju Menon United States Group President, Global Quality and OperationsKatherine A. Owen United States Vice President, Strategy and Investor RelationsBijoy S.N. Sagar United States Vice President, Chief Digital Technology OfficerTimothy J. Scannell United States President and Chief Operating Officer

Directors of Stryker

Mr. Lobo has been Chairman of the Board since July 2014 and has served as the Chief Executive Officer of Stryker since October 2012. Mr. Lobo alsoserved as President from October 2012 to August 2018. He joined Stryker as a Group President in April 2011. Prior thereto, he held leadership roles overeight years with Johnson & Johnson, including as president of Ethicon Endo-Surgery. Mr. Lobo is also a director of Parker-Hannifin Corporation, amanufacturer of motion and control technologies and systems.

Ms. Brainerd has served as one of Stryker’s directors since 2017. Ms. Brainerd served as President and Chief Executive Officer of HealthPartners, thelargest consumer-governed, nonprofit healthcare organization in the United States, from 2002 to May of 2017, when she retired. Prior to joiningHealthPartners, Ms. Brainerd held various roles with Blue Cross and Blue Shield of Minnesota from 1984 to 1992. Ms. Brainerd also serves on the board ofdirectors of Bremer Bank, a privately held regional financial services company. The address of HealthPartners is 8170 33rd Avenue S., Bloomington, MN55425.

Dr. Datar has served as one of Stryker’s directors since 2009. He has served as the Arthur Lowes Dickinson Professor at the Graduate School of BusinessAdministration of Harvard University since 1996, and also serves as Faculty Chair of the Harvard Innovation Labs and Senior Associate Dean forUniversity Affairs. From 1989 to

S-1

Table of Contents

1996, Dr. Datar was Edmund W. Littlefield Professor at the Graduate School of Business, Stanford University. Dr. Datar is also a director of Novartis AG, amultinational pharmaceutical and consumer health products company, ICF International, Inc., a management, technology and policy consulting firm, andT-Mobile US, Inc., a provider of wireless voice, messaging and data services. The address of the Graduate School of Business Administration of HarvardUniversity is 1350 Massachusetts Ave., Suite 350, Cambridge, MA 02138.

Dr. Doliveux has served as one of Stryker’s directors since 2009. Dr. Doliveux is Chairman of the Board of Pierre Fabre SA, a global dermocosmetics andhealthcare company, as well as Chairman of GLG Institute, a community of senior executives for experience sharing and learning. Previously, Dr. Doliveuxwas former Chief Executive Officer of UCB, a global biopharmaceutical company, from January 2005 to December 2014. He is also Chairman of the Boardof the Vlerick Business School, a top-100 business school in the world based in Belgium and of the Caring Entrepreneurship Fund, a philanthropicorganization to help entrepreneurs start their own business in healthcare. The address of UCB is Allée de la Recherche, 60 1070 Brussels Belgium.

Ms. Francesconi has served as one of Stryker’s directors since 2006. She was most recently Vice President of Raytheon Company, retiring in September2008. Ms. Francesconi previously served as President of Raytheon Missile Systems, which she led from 1996 to July 2008. She is Chairman of the TucsonMedical Center Healthcare Board of Trustees and a director of UNS Energy Corporation, a utility that delivers natural gas and electric service.

Mr. Golston has served as one of Stryker’s directors since 2011. He has served as President, United States Program for the Bill & Melinda Gates Foundationsince 2006. Previously, Mr. Golston was Chief Financial and Administrative Officer of the Bill & Melinda Gates Foundation from 2000 to 2006.Mr. Golston is also a director of Harley-Davidson, Inc., a manufacturer of motorcycles and accessories. The address of the Bill & Melinda Gates Foundationis 500 Fifth Avenue North, Seattle, WA 98109.

Ms. McCoy has served as one of Stryker’s directors since May 2018. Ms. McCoy is a former Chief Executive Officer and Director of Avon Products, Inc., apersonal care products company, which she led for almost 6 years until she retired on February 4, 2018. Prior to joining Avon, Ms. McCoy had a 30-yearcareer at Johnson & Johnson, where she led a variety of large medical device, pharmaceutical and consumer businesses and rose to the position of ViceChair. She is also a director of AstraZeneca plc, a global, science-led biopharmaceutical company, Kimberly-Clark, a multinational manufacturer ofpersonal care products, and Novocure, an oncology company. The address of Avon Products, Inc. is Building 6, Chiswick Park, London W4 5HR, UnitedKingdom.

Mr. Silvernail has served as one of Stryker’s directors since 2013. Mr. Silvernail is Chairman, President and Chief Executive Officer of IDEX Corporation.He has held the position of Chairman since January 2012 and President and Chief Executive Officer since August 2011. Previously, Mr. Silvernail held theposition of Vice President, Group Executive at IDEX Corporation from January 2009 to August 2011. Mr. Silvernail is also a trustee for the ManufacturersAlliance for Productivity and Innovation (MAPI). The address of IDEX Corporation is 680 Dundee Road, Northbrook, IL 60062.

Ms. Stryker has served as one of Stryker’s directors since 1984. She is a granddaughter of the founder of Stryker and daughter of a former President ofStryker. She is also Vice Chair and a director of Greenleaf Trust, a Michigan chartered bank, Vice Chair of Spelman College, a trustee of KalamazooCollege and member of the Harvard Medical School Board of Fellows. Ms. Stryker is also Stryker’s largest individual shareholder.

Mr. Suri has served as one of Stryker’s directors since May 2018. Mr. Suri has been President and Chief Executive Officer of Nokia, a leading globaltechnology company, since April 2014. From 2009 to 2014, he was Chief Executive Officer of Nokia Solutions and Networks (previously Nokia SiemensNetworks). Much of his nearly 30-year career has been spent in leadership roles at Nokia. He is also a United Nations Broadband Commissioner. Theaddress of Nokia is Karaportti 3 02610 Espoo, Finland.

S-2

Table of Contents

Executive Officers of Stryker (Excluding Mr. Lobo, Chairman and Chief Executive Officer of Stryker)

Ms. Becker has served as Vice President, Communications, Public Affairs and Corporate Marketing of Stryker since January 2012. Earlier in her time atStryker, Ms. Becker served as Vice President, Healthcare Innovations, Executive Director of the Homer Stryker Learning Center and Vice President, GlobalCommunications for Stryker’s Orthopaedics business. Prior to joining Stryker, Ms. Becker served in various leadership roles in marketing and education atPfizer Inc. over ten years.

Mr. Berry has held the role of Vice President, Corporate Controller and Principal Accounting Officer of Stryker since February 2014. Prior to this, he servedas Corporate Controller of Stryker from August 2011 to February 2014. Before joining Stryker in August 2011, Mr. Berry served as Assistant CorporateController for Whirlpool Corporation, the world’s leading global manufacturer and marketer of major home appliances. From 2007 to 2009, Mr. Berryserved as Controller of the Electronics and Safety Division of Delphi Automotive LLP, a leading global vehicle components manufacturer. From 1995 to2007, Mr. Berry held various positions with Federal-Mogul Corporation, a leading global supplier of vehicle and industrial products, most recently servingas Director of Finance for Global Powertrain.

Mr. Boehnlein has served as Vice President and Chief Financial Officer of Stryker since April 2016. He joined Stryker in 2003 as the Vice President ofFinance and IT for the Endoscopy division, and has held various roles throughout his career at Stryker, most recently as Group CFO of MedSurg andNeurotechnology. Prior to joining Stryker, Mr. Bohenlein spent three years as CFO of Success TV. Earlier in his career, he was a partner and certifiedpublic accountant at Arthur Andersen.

Ms. Fink has served as Vice President, Chief Human Resources Officer of Stryker since January 2016. Previously, she held the role of Vice President,Human Resources, MedSurg and Neurotechnology Group from 2015 to 2016. Ms. Fink began her career at Stryker in 2013 as Vice President, TalentManagement. Prior to joining Stryker, Ms. Fink held a number of HR roles at Cintas Corporation and Ethicon Endo-Surgery, a division of Johnson &Johnson.

Mr. Fletcher has held the role of Vice President, Chief Legal Officer since April 2019. Previously, Mr. Fletcher spent 15 years with Johnson & Johnsonwhere he held multiple legal leadership roles including worldwide vice president of litigation and general counsel for the medical device and pharmaceuticalsectors. Mr. Fletcher also spent 4 years as a corporate counsel for General Electric Aircraft Engines.

Mr. Menon has served as Stryker’s Group President, Global Quality and Operations since April 2018. Prior to joining Stryker in this role, Mr. Menon heldvarious senior supply chain leadership roles and served as the Chief Supply Chain Officer and Senior Vice President at Verizon Communications, Inc. fromMay 2013 to April 2018. Earlier in his career, Mr. Menon held key leadership roles in technology and manufacturing at Intel Corporation. The address ofVerizon Communications, Inc. is One Verizon Way, Basking Ridge, New Jersey 07920.

Ms. Owen joined Stryker in February 2007 as Vice President, Strategy and Investor Relations. Prior to joining Stryker, she served as a Medical TechnologyAnalyst at Merrill Lynch. Earlier in her career, she served as a Medical Technology Analyst at Cowen & Co., was a Corporate Lending Analyst at StateStreet Bank and an Underwriter at Chubb Insurance Corporation.

Mr. Sagar has served as Vice President, Chief Digital Technology Officer of Stryker since September 2018. Previously, he held the position of VicePresident, Chief Information Officer of Stryker from May 2014 to September 2018. Prior to joining Stryker, Mr. Sagar was most recently Chief InformationOfficer for Merck Millipore from July 2011 to March 2014, and before that served as Global Head of Information Systems and a member of the DivisionalBoard for the Chemicals division of Merck KGaA. Prior to joining Merck, Mr. Sagar held various roles with Millennium Pharmaceuticals, Amgen and EliLilly & Company. The address of Merck Millipore is 400 Summit Drive, Burlington, MA 01803.

S-3

Table of Contents

Mr. Scannell became President and Chief Operating Officer of Stryker in August 2018. From 2009 to August 2018, he served as a Group President ofStryker for the Spine and Endoscopy divisions, later expanding to include MedSurg and Neurotechnology. Mr. Scannell began his career with Stryker in1990 in the Endoscopy division, where he held various sales and marketing leadership roles, progressing to the position of Executive Vice President,overseeing sales, marketing and operations. In 2001, he was appointed Vice President and General Manager of our Biotech division. In 2003, he was namedVice President and General Manager of our Spine division and was later promoted to President of Spine for Stryker.

Purchaser. The following table sets forth the name, business address and telephone number, citizenship, present principal occupation, employment andacademic history, material occupations, positions, offices or employment for at least the past five (5) years of each of the executive officers and directors ofPurchaser. Name Citizenship Title Business Address & Business TelephoneSpencer S. Stiles

UnitedStates

Managing Director

2825 Airview Boulevard, Kalamazoo, Michigan, USA, +1 (269)385-2600

Stuart Silk

UnitedKingdom

Managing Director

Herikerbergweg 145, Mercurius Building, 2nd floor, 1101 CN,Amsterdam, the Netherlands, +31 20 808 3777

Mr. Stiles has served as Group President, Orthopaedics and Spine since August 2019. Previously, he served as Group President, Neurotechnology,Instruments and Spine from August 2018 to July 2019, Global President of Instruments from April 2015 to July 2018, President of Spine from January 2011to March 2015 and General Manager of the Communications business unit from September 2008 to December 2010. Mr. Stiles joined Stryker in 1999.

Mr. Silk has served as President, Europe, Latin America, Canada and EEMEA of Stryker since May 2018. Previously, he served as President of Europe,from October 2015 to May 2018. Mr. Silk began his career with Stryker in 2008 as Managing Director of France. Prior to Stryker, he held a variety ofleadership and managerial roles in Europe and Latin America at Premier Farnell and CHEP.

Stryker Delaware. The following table sets forth the name, citizenship, present principal occupation, employment history, material occupations, positions,offices or employment for at least the past five (5) years of each of the executive officers and directors of Stryker Delaware (except for Messrs. Berry andStiles, whose employment history is described above). The current business address of each person is 2825 Airview Boulevard, Kalamazoo, Michigan,USA, and the current business telephone number is +1 (269) 385-2600. Name Citizenship TitleWilliam E. Berry, Jr. United States Director, Vice President, FinanceSpencer S. Stiles United States Director, PresidentDean H. Bergy United States Vice President, SecretaryJeanne M. Blondia United States Vice President, TreasurerDavid G. Furgason United States Vice President, Tax

Mr. Bergy has served as Vice President, Corporate Secretary of Stryker since October 2012. He also served as Interim CFO and Vice President, CorporateSecretary from October 2012 until April 2013. Mr. Bergy joined Stryker in 1994 as Corporate Controller and has held a number of roles of increasingresponsibility during his tenure. Prior to joining Stryker, Mr. Bergy was an Audit Senior Manager for Ernst & Young LLP.

Ms. Blondia has served as Vice President and Treasurer of Stryker since May 2008. In January of 2014, she became Vice President, Finance and Treasurer.Prior to joining Stryker in May 2008, Ms. Blondia served as the Vice President and Treasurer of Constellation Energy Group. Earlier in her career, sheworked at the General Motors Treasurer’s office in New York, holding various roles of increasing responsibility, including Director of

S-4

Table of Contents

Business Development for GMAC, GM’s finance subsidiary. She began her career as an Analyst at DRI, an economic consulting firm.

Mr. Furgason has served as Vice President, Tax of Stryker since August 2012. Previously, he served as Director of Tax, U.S. from August 2006 to 2010and as Director, Global Tax Operations from 2010 to August 2012. Mr. Furgason began his career with Stryker in 2004 as Senior Manager, Tax Planning,Audits and Accounting. Prior to joining Stryker, Mr. Furgason had an 18-year career in public accounting as a principal with Jansen Furgason & Valk, PCand a manager with Ernst & Young LLP.

S-5

Table of Contents

The Letter of Transmittal and any other required documents should be sent or delivered by each shareholder or its, his or her broker, dealer, commercialbank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

American Stock Transfer & Trust Company, LLC

By Courier or Mail: The American Stock Transfer & Trust Company, LLC

Operations Center Attn: Reorganization Department

6201 15th Avenue Brooklyn, New York 11219

By Facsimile Transmission (for Eligible Institutions Only):

(718) 234-5001

To Confirm Facsimile via Phone (for Confirmation Only):

(800) 937-5449

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies ofthe Offer to Purchase, the related Letter of Transmittal, and the Notice of Guaranteed Delivery may be directed to the Information Agent. Such copies willbe furnished promptly at Purchaser’s expense. Shareholders may also contact brokers, dealers, commercial banks or trust companies for assistanceconcerning the Offer. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or theDepositary) for soliciting tenders of Shares pursuant to the Offer.





Exhibit (a)(1)(B)

LETTER OF TRANSMITTALto Tender Ordinary Shares of


$30.75 per shareby


STRYKER CORPORATION


Mail or deliver this Letter of Transmittal, together with any other required documents, to:

By Courier or Mail:

American Stock Transfer & Trust Company, LLC Operations Center

Attn: Reorganization Department 6201 15th Avenue

Brooklyn, New York 11219


(718) 234-5001


(800) 937-5449

Pursuant to the offer of Stryker B.V., an indirect, wholly owned subsidiary of Stryker Corporation, to purchase all of the outstanding ordinary shares ofWright Medical Group N.V., the undersigned tenders the following Shares:

DESCRIPTION OF SHARES TENDERED Name(s) and Address(es) of Registered Holder(s) Total Number of Shares Tendered*

* Unless otherwise indicated, it will be assumed that all book-entry Shares within the account are being tendered hereby. If the indicated number

exceeds the number of book-entry Shares within the account, it will be assumed that the number of Shares tendered is equal to the number of book-entry Shares within the account.

NOTE: None of the Shares are represented by certificates. If you hold share certificates representing shares of Wright Medical Group, Inc. commonstock, you should contact the information agent for the Offer, Innisfree M&A incorporated toll free at (888) 750-5834 (for shareholders) or collect at(212) 750-5833 (for banks and brokers).

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSIONS OFINSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE VALID DELIVERY TOTHE DEPOSITARY.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETINGTHIS LETTER OF TRANSMITTAL. TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX OF 24% ON ANY CASH PAYMENTPAYABLE TO YOU PURSUANT TO THE OFFER, MAKE SURE YOU COMPLETE THE IRS FORM W-9 INCLUDED HEREIN OR ANAPPROPRIATE IRS FORM W-8, AS APPLICABLE, OR ALTERNATIVELY ESTABLISH ANOTHER BASIS FOR EXEMPTION FROM U.S.FEDERAL BACKUP WITHHOLDING.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF)SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

IF YOU HAVE QUESTIONS OR REQUESTS FOR ASSISTANCE, OR WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OFTRANSMITTAL OR ANY OF THE OTHER OFFER DOCUMENTS DELIVERED IN CONNECTION WITH THE OFFER, YOU SHOULDCONTACT THE INFORMATION AGENT FOR THE OFFER, INNISFREE M&A INCORPORATED TOLL FREE AT (888) 750-5834 (FORSHAREHOLDERS) OR COLLECT AT (212) 750-5833 (FOR BANKS AND BROKERS).

You have received this Letter of Transmittal in connection with the offer of Stryker B.V. (“Purchaser”), a private company with limited liability (beslotenvennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and an indirect, wholly owned subsidiary of StrykerCorporation, a Michigan corporation (“Stryker”), to purchase all of the outstanding ordinary shares (the “Shares”), par value €0.03 per share, of WrightMedical Group N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (“Wright”), at a purchaseprice of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash, upon the terms and subject to theconditions set forth in the Offer to Purchase, dated December 13, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”). Unless the Offer is earlier terminated,the Offer will expire at 9:00 a.m., Eastern Time, on February 27, 2020 (the “Expiration Time,” unless the Offer is extended in accordance with the PurchaseAgreement (as defined in the Offer to Purchase), in which event “Expiration Time” will mean the latest time and date at which the Offer, as so extended byPurchaser, will expire). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company, LLC (the “Depositary”) Shares for tender, if (a) you area record holder and hold Shares in book-entry form on the books of Wright’s transfer agent, or (b) the Shares are held in “street” name and are beingtendered by book-entry transfer into an account maintained by the Depositary at The Depository Trust Company (“DTC”), unless an Agent’s Message (asdefined in Instruction 2 below) in lieu of this Letter of Transmittal is utilized.

If you wish to tender Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact yourbroker, dealer, commercial bank, trust company or other nominee and request that your broker, dealer, commercial bank, trust company or other nomineetenders such Shares.

If you cannot deliver all required documents to the Depositary prior to the Expiration Time or you cannot complete the book-entry transfer procedures priorto the Expiration Time, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer toPurchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Depositary.

☐ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNTMAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIALINSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:

☐ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY

PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCHNOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered Holder(s):

Window Ticket Number (if any) or DTC Participant Number:

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

☐ CHECK HERE IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN YOUR OWN NAME IN WRIGHT’S

SHAREHOLDERS REGISTER.

SUBJECT TO (ONDER OPSCHORTENDE VOORWAARDE), AND EFFECTIVE UPON, ACCEPTANCE FOR PAYMENT OF AND PAYMENTFOR THE SHARES VALIDLY TENDERED HEREWITH AND NOT PROPERLY WITHDRAWN ALL IN ACCORDANCE WITH THETERMS AND CONDITIONS OF THE OFFER, THE PROPER COMPLETION AND DULY SIGNING OF THIS LETTER OF TRANSMITTALWILL CONSTITUTE A PRIVATE DEED OF TRANSFER AS REQUIRED BY DUTCH LAW FOR THE TRANSFER OF THE SHARESTENDERED HEREWITH TO PURCHASER (OR TO THE PURCHASER’S ASSIGNEE, IF PURCHASER DESIGNATES SUCH ASSIGNEEAND THIS LETTER OF TRANSMITTAL IS SUBSEQUENTLY SIGNED BY THE DEPOSITARY ON BEHALF OF SUCH ASSIGNEE, INEACH CASE PRIOR TO THE ACCEPTANCE FOR PAYMENT OF AND PAYMENT FOR THE TENDERED SHARES), AND WRIGHT’SACKNOWLEDGEMENT OF SUCH TRANSFER OF SUCH TENDERED SHARES.

Share Number(s) Reflected in Wright’s Shareholders Register:

(Please contact the Depositary (using the contact information on the last page of this Letter of Transmittal) if your Shares are directly registered inyour own name in Wright’s shareholders register and you do not have the numbers reflected in that register readily available).

Ladies and Gentlemen:

The undersigned herewith tenders to Purchaser the above-described Shares pursuant to Purchaser’s offer to purchase all of the outstanding Shares at apurchase price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash, on the terms and subjectto the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal. The undersigned understandsthat Stryker reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, Purchaser’s right to purchase andaccept the Shares tendered herewith.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension oramendment), subject to, and effective upon, acceptance for payment of and payment for the Shares validly tendered herewith, and not properly withdrawn,prior to the Expiration Time (unless the tender is made during any Subsequent Offering Period (as defined in the Offer to Purchase), as it may be extendedby the Minority Exit Offering Period (as defined in the Offer to Purchase), in which case the Shares being tendered herewith, the Letter of Transmittal andother documents must be accepted for payment and payment for the Shares validly tendered must be made prior to the expiration of the SubsequentOffering Period or, if applicable, the Minority Exit Offering Period) in accordance with the terms of the Offer, the undersigned hereby sells, assigns andtransfers to, or upon the order of, Purchaser (or Purchaser’s assignee, if Purchaser designates such assignee and this Letter of Transmittal is subsequentlysigned by the Depositary on behalf of such assignee, in each case prior to the acceptance for payment of and payment for the tendered Shares), all right, titleand interest in and to all of the Shares being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued orissuable in respect of such Shares on or after the date hereof (collectively, “Distributions”) and, to the extent the tendered Shares are directly registered inthe undersigned’s name in Wright’s shareholders register, the proper completion and duly signing of this Letter of Transmittal by the undersigned and bythe Depositary on behalf of Purchaser (or Purchaser’s assignee, if applicable) and Wright will constitute a private deed of transfer as required under Dutchlaw for the transfer of the Shares tendered herewith and Wright’s acknowledgement of such transfer of such tendered Shares. In addition, the undersignedhereby irrevocably appoints and authorizes the Depositary as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect tosuch Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupledwith an interest in the tendered Shares) to the fullest extent of such shareholder’s rights with respect to such Shares and any Distributions (a) to deliver anyDistributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with allaccompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to transfer such Shares directly registered in the name of theundersigned in the shareholders register of Wright and any Distributions in respect of such Shares to or upon the order of Purchaser (or Purchaser’sassignee, if applicable) to the extent not already transferred pursuant to this Letter of Transmittal, and (c) to receive all benefits and otherwise exercise allrights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of Purchaser as the attorneys-in-fact and proxies of the undersigned, each with fullpower of substitution, to the fullest extent of such shareholder’s rights with respect to the Shares tendered hereby which have been accepted for paymentand with respect to any Distributions, all in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and this Letter ofTransmittal. The designees of Purchaser will, with respect to the Shares tendered hereby and any associated Distributions for which the appointment iseffective, be empowered to exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual,extraordinary, adjourned, postponed, convened or reconvened general meeting of Wright shareholders. This proxy and power of attorney shall beirrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts theShares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, allprior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and nosubsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Purchaser reserves the right torequire that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser or itsdesignees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and anyassociated Distributions, including voting at any meeting of shareholders, or executing a written consent, concerning any matter.

The undersigned hereby represents and warrants to Purchaser that the undersigned has full power and authority to tender, sell, assign and transfer the Sharesand any Distributions tendered hereby and, when the same are accepted for payment and paid for by Purchaser, Purchaser will acquire good, marketable andunencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. Theundersigned hereby represents and warrants to Purchaser that the undersigned is the registered holder of the Shares tendered hereby, or the undersigned is aparticipant in DTC whose name appears on a security position listing as the owner of the Shares tendered hereby. The undersigned will, upon reasonablerequest, promptly execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale,assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to theDepositary for the account of Purchaser (or Purchaser’s assignee, if applicable) any and all Distributions in respect of the Shares tendered hereby,accompanied by documentation sufficient for such transfer and, pending such remittance or appropriate assurance thereof, Purchaser (or Purchaser’sassignee, if applicable) shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deductfrom the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares tendered herewith unless and until (A) such Shares are accepted for paymentand until such documents as the Depositary may require are received by the Depositary at the address set forth above, and (B) in the case of Shares beingtendered by book-entry transfer into an account maintained by the Depositary at DTC, ownership of such Shares is validly transferred on the account booksmaintained by DTC, and in each case until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIREDDOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE SOLE COST, OPTION AND RISK OF THE UNDERSIGNED ANDTHAT DELIVERY THEREOF WILL ONLY BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, INTHE CASE OF A BOOK-ENTRY TRANSFER, RECEIPT OF A BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERYIS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION TIME.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity ofthe undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personalrepresentatives, successors and assigns of the undersigned, and any party to whom authority is conferred or agreed to be conferred pursuant to this Letter ofTransmittal shall also be authorized to act as counterparty of the undersigned when acting under such authority. Except as stated in the Offer to Purchase,this tender is irrevocable.

The undersigned understands and acknowledges that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the proceduresdescribed in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaserupon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price of Shares accepted for payment in thename(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special DeliveryInstructions,” please mail the check for the purchase price of Shares accepted for payment to the address(es) of the registered holder(s) appearing under“Description of Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issuethe check for the purchase price of Shares accepted for payment in the name of, and deliver such check to, the person(s) so indicated. Unless otherwiseindicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered herewith or by an Agent’s Message and delivered bybook-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has noobligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if Purchaser does not acceptfor payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS(See Instructions 1, 4, 5 and 6)

To be completed ONLY if the check for the purchase price of Sharesaccepted for payment (less any applicable withholding tax) is to beissued in the name of someone other than the undersigned, and/or ifShares tendered by book-entry transfer which are not accepted forpayment are to be returned by credit to an account maintained at DTCother than that from which such book-entry Shares were delivered.Please print. Issue check to:

Name: (First, Middle and Last Name)

Address: (Number and Street)

(City, State and Zip Code (and Country, if other than U.S.A.))

Taxpayer Identification Number (Social Security Number or EmployerIdentification Number):

☐ Credit Shares tendered by book-entry transfer that are not acceptedfor payment to the DTC account set forth below.

DTC Account Number:

SPECIAL DELIVERY INSTRUCTIONS(See Instructions 1, 4, 5 and 6)

To be completed ONLY if the check for the purchase price of Sharesaccepted for payment (less any applicable withholding tax) is to be sentto someone other than the undersigned or to the undersigned at anaddress other than that shown in the box titled “Description of SharesTendered” above. Please print. Mail check to:

Name: (First, Middle and Last Name)



Taxpayer Identification Number (Social Security Number or EmployerIdentification Number):

IMPORTANT—SIGN HERE(and complete the enclosed IRS Form W-9 or an appropriate IRS Form W-8, as applicable, or establish another

basis for exemption from U.S. federal backup withholding. See “Important Tax Information.”) Dated: (Signature(s) of Registered Holder(s))

(Must be signed by registered holder(s) exactly as name(s) appear(s) on Wright’s shareholders register, or on a security position listing, or by person(s)authorized to become registered holder(s) by documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian,attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth such title in full and seeInstruction 4.) Name(s):

(Please Print)

Capacity (full title):


(City, State and Zip Code (and Country, if other than U.S.A.)) Area Code and Telephone Number: Taxpayer Identification Number (Social Security Number or Employer Identification Number): Name(s):

(Please Print)

GUARANTEE OF SIGNATURE(S)(see Instructions 1 and 4)

FOR USE BY ELIGIBLE INSTITUTIONS ONLYEligible Institutions: Place Medallion Guarantee in Space Below

FOR USE BY THE DEPOSITARY ONLY(ONLY IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN THE TENDERING PERSON’S NAME IN WRIGHT’S SHAREHOLDERS

REGISTER)

The Depositary hereby countersigns this Letter of Transmittal on behalf of Purchaser and Wright to indicate (a) acceptance by Purchaser of the transfer ofthe Shares validly tendered herewith and not properly withdrawn and (b) acknowledgement by Wright of such transfer of such tendered Shares to Purchaser,in each case on the terms and conditions set out above; provided that this Letter of Transmittal shall not constitute acceptance by Purchaser, noracknowledgement by Wright, of such transfer of such tendered Shares if the Depositary subsequently countersigns this Letter of Transmittal on behalf ofPurchaser’s Assignee (as defined below).

Dated:

FOR USE BY THE DEPOSITARY ONLY IN CASE OF ASSIGNMENT BY PURCHASER TO ASSIGNEE(ONLY IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN THE TENDERING PERSON’S NAME IN WRIGHT’S SHAREHOLDERS

REGISTER)

The Depositary hereby countersigns this Letter of Transmittal on behalf of (“Purchaser’s Assignee”)(name of Purchaser’s assignee)

and Wright to indicate (a) acceptance by Purchaser’s Assignee of the transfer of the Shares validly tendered herewith and not properly withdrawn and(b) acknowledgement by Wright of such transfer of such tendered Shares to Purchaser’s Assignee, in each case on the terms and conditions set out above.

Dated:

INSTRUCTIONSForming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. All signatures on this Letter of Transmittal (other than the Depositary’s signature(s), if applicable) must be guaranteed by a

financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in arecognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, theNew York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”), unless(a) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, includes any participant inany of DTC’s systems whose name appears on a security position listing as the owner of the Shares) tendered herewith and such registered holder(s)has (have) not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittalor (b) the Shares are tendered for the account of an Eligible Institution. See Instruction 4.

2. Delivery of Letter of Transmittal or Book-Entry Confirmations. This Letter of Transmittal is to be completed if (a) you are a record holder andhold Shares in book-entry form on the books of Wright’s transfer agent, or (b) your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Depositary at DTC, unless an Agent’s Message (as defined below) in lieu of this Letter of Transmittalis utilized. A manually executed facsimile of this document may be used by Eligible Institutions in lieu of the original. The following must bereceived by the Depositary at its address set forth herein prior to the Expiration Time (unless the tender is made during any Subsequent OfferingPeriod (as defined in the Offer to Purchase), as it may be extended by the Minority Exit Offering Period (as defined in the Offer to Purchase), inwhich case the following must be received prior to the expiration of the Subsequent Offering Period or, if applicable, the Minority Exit OfferingPeriod):

i. if you are a record holder and hold Shares in book-entry form on the books of Wright’s transfer agent: (A) this Letter of Transmittal, properlycompleted and duly executed, and (B) any other documents required by this Letter of Transmittal; or

ii. if your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Depositary at DTC,(A) this Letter of Transmittal, properly completed and duly executed, or an Agent’s Message (as defined below) in lieu of a Letter ofTransmittal, (B) a confirmation of book-entry transfer into the Depositary’s account at DTC of the Shares tendered by book-entry transfer(“Book-Entry Confirmation”), and (C) any other documents required by this Letter of Transmittal.

Shareholders who cannot deliver all of the required documents to the Depositary prior to the Expiration Time or who cannot complete the proceduresfor book-entry transfer prior to the Expiration Time may nevertheless tender their Shares by properly completing and duly executing a Notice ofGuaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:(a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Deliverysubstantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Time, and (c) a properly completed andduly executed Letter of Transmittal (or facsimile thereof, or alternatively, an Agent’s Message in the case of tendering Shares held in “street” name bybook-entry transfer), a Book-Entry Confirmation with respect to all tendered Shares (in the case of tendering Shares held in “street” name by book-entry transfer) and any other documents required by this Letter of Transmittal, if any, must be received by the Depositary within two Nasdaq GlobalSelect Market trading days after the date of execution of such Notice of Guaranteed Delivery.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part ofa Book-Entry Confirmation, stating that DTC has received an express acknowledgment from the participant in DTC tendering Shares that are thesubject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and thatPurchaser may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing suchmessage generated by a computer terminal maintained at the Depositary’s office.

For Shares to be validly tendered during any Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period, if applicable,the tendering shareholder must comply with the foregoing procedures, except that the required documents must be received before the expiration ofthe Subsequent Offering Period or, if applicable, the Minority Exit Offering Period, and no guaranteed delivery procedure will be available during anySubsequent Offering Period or Minority Exit Offering Period.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS (INCLUDINGDELIVERY THROUGH DTC) IS AT THE SOLE COST, OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THEDELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES HELD IN “STREET” NAME, RECEIPT OF A BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLYINSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERYPRIOR TO THE EXPIRATION TIME.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by executionof this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of the tender of any Shares hereunder,including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents,will be determined by Purchaser in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) whichdetermination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form orthe acceptance for payment of, or payment for, which may, in the opinion of Purchaser’s counsel, be unlawful. Purchaser also reserves the absoluteright to waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities arewaived in the case of any other shareholder. No tender will be deemed to have been validly made unless and until all defects and irregularities havebeen cured or waived within such time as Purchaser may reasonably determine. The Depositary shall make reasonable efforts to notify any person ofany defect in any Letter of Transmittal submitted to the Depositary.

3. Inadequate Space. If the space provided herein is inadequate, additional information may be provided on a separate schedule attached hereto andseparately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Signatures on Letter of Transmittal. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, thesignature(s) must correspond with the name(s) as written in the shareholders register of Wright relating to the tendered Shares.

If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tenderedShares are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal asthere are different registrations of those tendered Shares.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting ina fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to Purchaser of that person’sauthority so to act must be submitted.

5. Transfer Taxes. Except as otherwise provided in this Instruction 5, Purchaser will pay all share transfer taxes, if any, with respect to the sale andtransfer of Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include U.S. federal income or backupwithholding taxes). If, however, payment of the purchase price of any Shares purchased is to be made to any person other than the registered holder(s)or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any sharetransfer taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of the payment to such otherperson will be deducted from the purchase price of the tendered Shares purchased, unless evidence satisfactory to Purchaser of the payment of suchtaxes, or exemption therefrom, is submitted with the Letter of Transmittal.

6. Special Payment and Delivery Instructions. If a check for the purchase price of any tendered Shares is to be issued in the name of or to be sent to aperson other than the person(s) signing this Letter of Transmittal or to the person(s)

signing this Letter of Transmittal but at an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriateboxes on this Letter of Transmittal must be completed. Shareholders delivering Shares tendered hereby by book-entry transfer may request that Sharesnot purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein.If no such instructions are given, all such book-entry Shares not purchased will be returned by crediting the same account at DTC as the account fromwhich such book-entry Shares were delivered.

7. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address andtelephone numbers set forth below or to a shareholder’s broker, dealer, commercial bank, trust company or other nominee. Additional copies of theOffer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other documents related to the Offer may be obtained from theInformation Agent for free.

8. U.S. Federal Backup Withholding. In order to avoid U.S. federal backup withholding (currently at a rate of 24 percent) on payments of the purchaseprice with respect to Shares tendered pursuant to the Offer, each tendering shareholder that is a U.S. Person (as defined in Section 7701(a)(30) of theU.S. Internal Revenue Code of 1986, as amended) must provide the Depositary with a properly completed, dated and signed Internal Revenue Service(“IRS”) Form W-9 furnishing such shareholder’s correct Taxpayer Identification Number (“TIN”) and certifying, under penalties of perjury, that suchnumber is correct, such shareholder is not subject to U.S. federal backup withholding and such shareholder is a U.S. Person, or by otherwiseestablishing a basis for exemption. If a tendering shareholder that is a U.S. Person does not have a TIN, such shareholder should consult theinstructions to IRS Form W-9 for information on applying for a TIN and apply for a TIN immediately. If a tendering shareholder that is a U.S. Persondoes not provide its TIN to the Depositary by the time of payment, U.S. federal backup withholding may apply. Certain shareholders (including,among others, certain corporations, non-resident non-U.S. individuals and non-U.S. entities) may not be subject to the U.S. federal backupwithholding and reporting requirements.

In order for a tendering shareholder that is not a U.S. Person to avoid U.S. federal backup withholding on payments of the purchase price with respectto Shares tendered pursuant to the Offer, each such tendering shareholder must provide the Depositary with a properly completed copy of theappropriate IRS Form W-8, certifying, under penalties of perjury, that such shareholder is not a U.S. Person and is the beneficial owner of paymentsreceived pursuant to the Offer, or alternatively establish a basis for exemption.

NOTE: FAILURE TO PROPERLY COMPLETE AND RETURN THE IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 (OROTHERWISE ESTABLISH A BASIS FOR EXEMPTION FROM U.S. FEDERAL BACKUP WITHHOLDING) WILL NOT, BY ITSELF,CAUSE SHARES TO BE DEEMED INVALIDLY TENDERED BUT MAY RESULT IN A 24% U.S. FEDERAL INCOME TAXWITHHOLDING ON THE PURCHASE PRICE AND A PENALTY BEING IMPOSED BY THE IRS. PLEASE REVIEW THE“IMPORTANT TAX INFORMATION” SECTION BELOW.

9. Waiver of Conditions. Subject to the terms and conditions of the Purchase Agreement (as defined in the Offer to Purchase) and the applicable rulesand regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any timeand from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR A MANUALLY EXECUTEDFACSIMILE COPY THEREOF), OR AN AGENT’S MESSAGE, TOGETHER WITH A BOOK-ENTRY CONFIRMATION (IF APPLICABLE)OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIREDDOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION TIME.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax laws, to prevent U.S. federal backup withholding on payments of the purchase price with respect to Shares tendered pursuantto the Offer to a tendering shareholder that is a U.S. Person, such shareholder is generally required to provide the Depositary (as payer) with suchshareholder’s taxpayer identification number (“TIN”) by completing the attached IRS Form W-9 and certifying, under penalties of perjury, that (a) the TINprovided on IRS Form W-9 is correct (or that such shareholder is awaiting a TIN), (b) such shareholder is a U.S. Person, and (c) such shareholder is notsubject to U.S. federal backup withholding, or by otherwise establishing a basis for exemption from U.S. federal backup withholding. A TIN is generally anindividual shareholder’s social security number or a non-individual shareholder’s employer identification number. If the Depositary is not provided with thecorrect TIN, a penalty may be imposed by the IRS and payments that are made with respect to Shares tendered pursuant to the Offer may be subject to U.S.federal backup withholding. Failure to comply truthfully with the U.S. federal backup withholding requirements may also result in the imposition ofcriminal and/or civil fines and penalties. If a tendering shareholder that is a U.S. Person has not been issued a TIN and has applied for a TIN or intends toapply for a TIN in the near future, such shareholder should write “Applied for” in Part I of the IRS Form W-9. Notwithstanding that “Applied for” is writtenin Part I of the IRS Form W-9, the Depositary will withhold 24 percent of all reportable payments of the purchase price with respect to Shares tenderedpursuant to the Offer to such shareholder until a TIN is provided to the Depositary. Under certain circumstances, a shareholder’s IRS Form W-9, includingits TIN, may be transferred from the Depositary to Purchaser’s paying agent.

Certain shareholders (including certain corporations, non-resident non-U.S. individuals and non-U.S. entities) may not be subject to the U.S. federal backupwithholding requirements. An exempt shareholder that is a U.S. Person should provide the Depositary with a properly completed IRS Form W-9 thatfurnishes such shareholder’s correct TIN and any applicable “exempt payee codes” in the “Exemptions” box of the IRS Form W-9. A shareholder (whetheran individual or an entity) that is not a U.S. Person may qualify as an exempt recipient by submitting to the Depositary a properly completed IRSForm W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI (or other applicable IRS Form W-8) certifying, under penalties of perjury, that suchshareholder is not a U.S. Person and is the beneficial owner of payments received pursuant to the Offer. In general, a person is not a beneficial owner ofincome if the person receives the income as nominee, agent or custodian, or to the extent the person is a conduit whose participation in the transaction isdisregarded. Please consult your tax advisor for more information. The appropriate IRS Form W-8 can be obtained from the Depositary or downloaded fromthe IRS’s website at http://www.irs.gov.

Please consult your tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E orIRS Form W-8ECI (or other applicable IRS Form W-8) to claim exemption from U.S. federal backup withholding, or contact the Depositary.

If U.S. federal backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to ashareholder. U.S. federal backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to U.S.federal backup withholding will be reduced by the amount of tax withheld. If U.S. federal backup withholding results in an overpayment of taxes, arefund may be obtained from the IRS, provided that the required information is properly furnished to the IRS.

For additional information regarding the U.S. federal income tax consequences of the Offer to Purchase, see “Certain Material Tax Consequences—U.S. Federal Income Tax Consequences” in the Offer to Purchase.

Form W-9

(Rev. October 2018)Department of the TreasuryInternal Revenue Service

Request for TaxpayerIdentification Number and Certification

u Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to therequester. Do notsend to the IRS.

Print ortypeSee

SpecificInstructionson page 3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reportingcode (if any)

(Applies to accounts maintained outside the U.S.)

☐ Individual/sole proprietor or single-member LLC

☐

C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

☐ Other (see instructions) u

5 Address (number, street, and apt. or suite no.) See instructions.

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

Part I

Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1to avoid backup withholding. For individuals, this is generally your social security number(SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructionsfor Part I, later. For other entities, it is your employer identification number (EIN). If you do nothave a number, see How to get a TIN, later.

Social security number

- - or

Note: If the account is in more than one name, see the instructions for line 1. Also see WhatName and Number To Give the Requester for guidelines on whose number to enter.

Employer identification number

- Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject tobackup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to reportall interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellationof debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but youmust provide your correct TIN. See the instructions for Part II, later.

Sign Here

Signature of U.S. person u Date u

Cat. No. 10231X

Form W-9 (Rev. 10-2018)

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.Future developments. For the latest information about developments related to FormW-9 and its instructions, such as legislation enacted after they were published, go towww.irs.gov/FormW9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an informationreturn with the IRS must obtain your correct taxpayer identification number (TIN)which may be your social security number (SSN), individual taxpayer identificationnumber (ITIN), adoption taxpayer identification number (ATIN), or employeridentification number (EIN), to report on an information return the amount paid to you,or other amount reportable on an information return. Examples of information returnsinclude, but are not limited to, the following.• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)• Form 1099-S (proceeds from real estate transactions)• Form 1099-K (merchant card and third party network transactions)• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)• Form 1099-C (canceled debt)• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provideyour correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject tobackup withholding. See What is backup withholding, later.

Form W-9 (Rev. 10-2018) Page 2

By signing the filled-out form, you:1. Certify that the TIN you are giving is correct (or you are waiting for a number to be

issued),2. Certify that you are not subject to backup withholding, or3. Claim exemption from backup withholding if you are a U.S. exempt payee. If

applicable, you are also certifying that as a U.S. person, your allocable share of anypartnership income from a U.S. trade or business is not subject to the withholding tax onforeign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you areexempt from the FATCA reporting, is correct. See What is FATCA reporting, later, forfurther information.Note: If you are a U.S. person and a requester gives you a form other than Form W-9 torequest your TIN, you must use the requester’s form if it is substantially similar to thisForm W-9.Definition of a U.S. person. For federal tax purposes, you are considered a U.S. personif you are:• An individual who is a U.S. citizen or U.S. resident alien;• A partnership, corporation, company, or association created or organized in the UnitedStates or under the laws of the United States;• An estate (other than a foreign estate); or• A domestic trust (as defined in Regulations section 301.7701-7).Special rules for partnerships. Partnerships that conduct a trade or business in theUnited States are generally required to pay a withholding tax under section 1446 on anyforeign partners’ share of effectively connected taxable income from such business.Further, in certain cases where a Form W-9 has not been received, the rules undersection 1446 require a partnership to presume that a partner is a foreign person, and paythe section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner ina partnership conducting a trade or business in the United States, provide Form W-9 tothe partnership to establish your U.S. status and avoid section 1446 withholding on yourshare of partnership income.

In the cases below, the following person must give Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholding on its allocable shareof net income from the partnership conducting a trade or business in the United States.• In the case of a disregarded entity with a U.S. owner, the U.S. owner of thedisregarded entity and not the entity;• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, theU.S. grantor or other U.S. owner of the grantor trust and not the trust; and• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than agrantor trust) and not the beneficiaries of the trust.Foreign person. If you are a foreign person or the U.S. branch of a foreign bank thathas elected to be treated as a U.S. person, do not use Form W-9. Instead, use theappropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on NonresidentAliens and Foreign Entities).Nonresident alien who becomes a resident alien. Generally, only a nonresident alienindividual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certaintypes of income. However, most tax treaties contain a provision known as a “savingclause.” Exceptions specified in the saving clause may permit an exemption from tax tocontinue for certain types of income even after the payee has otherwise become a U.S.resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the savingclause of a tax treaty to claim an exemption from U.S. tax on certain types of income,you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimedexemption from tax as a nonresident alien.

2. The treaty article addressing the income.3. The article number (or location) in the tax treaty that contains the saving clause and

its exceptions.4. The type and amount of income that qualifies for the exemption from tax.5. Sufficient facts to justify the exemption from tax under the terms of the treaty

article.Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax

for scholarship income received by a Chinese student temporarily present in the UnitedStates. Under U.S. law, this student will

become a resident alien for tax purposes if his or her stay in the United States exceeds 5calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (datedApril 30, 1984) allows the provisions of Article 20 to continue to apply even after theChinese student becomes a resident alien of the United States. A Chinese student whoqualifies for this exception (under paragraph 2 of the first protocol) and is relying on thisexception to claim an exemption from tax on his or her scholarship or fellowship incomewould attach to Form W-9 a statement that includes the information described above tosupport that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriatecompleted Form W-8 or Form 8233.

Backup WithholdingWhat is backup withholding? Persons making certain payments to you must undercertain conditions withhold and pay to the IRS 24% of such payments. This is called“backup withholding.” Payments that may be subject to backup withholding includeinterest, tax-exempt interest, dividends, broker and barter exchange transactions, rents,royalties, nonemployee pay, payments made in settlement of payment card and third partynetwork transactions, and certain payments from fishing boat operators. Real estatetransactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give therequester your correct TIN, make the proper certifications, and report all your taxableinterest and dividends on your tax return.Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,2. You do not certify your TIN when required (see the instructions for Part II for

details),3. The IRS tells the requester that you furnished an incorrect TIN,4. The IRS tells you that you are subject to backup withholding because you did not

report all your interest and dividends on your tax return (for reportable interest anddividends only), or

5. You do not certify to the requester that you are not subject to backup withholdingunder 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payeecode, later, and the separate Instructions for the Requester of Form W-9 for moreinformation.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?The Foreign Account Tax Compliance Act (FATCA) requires a participating foreignfinancial institution to report all United States account holders that are specified UnitedStates persons. Certain payees are exempt from FATCA reporting. See Exemption fromFATCA reporting code, later, and the Instructions for the Requester of Form W-9 for moreinformation.

Updating Your InformationYou must provide updated information to any person to whom you claimed to be anexempt payee if you are no longer an exempt payee and anticipate receiving reportablepayments in the future from this person. For example, you may need to provide updatedinformation if you are a C corporation that elects to be an S corporation, or if you nolonger are tax exempt. In addition, you must furnish a new Form W-9 if the name or TINchanges for the account; for example, if the grantor of a grantor trust dies.

PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you aresubject to a penalty of $50 for each such failure unless your failure is due to reasonablecause and not to willful neglect.Civil penalty for false information with respect to withholding. If you make a falsestatement with no reasonable basis that results in no backup withholding, you are subjectto a $500 penalty.Criminal penalty for falsifying information. Willfully falsifying certifications oraffirmations may subject you to criminal penalties including fines and/or imprisonment.Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, therequester may be subject to civil and criminal penalties.


Specific InstructionsLine 1You must enter one of the following on this line; do not leave this line blank. The nameshould match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreignfinancial institution (FFI)), list first, and then circle, the name of the person or entitywhose number you entered in Part I of Form W-9. If you are providing Form W-9 to anFFI to document a joint account, each holder of the account that is a U.S. person mustprovide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you havechanged your last name without informing the Social Security Administration (SSA) ofthe name change, enter your first name, the last name as shown on your social securitycard, and your new last name.Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7application, line 1a. This should also be the same as the name you entered on the Form1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown onyour 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doingbusiness as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or Scorporation. Enter the entity’s name as shown on the entity’s tax return on line 1 andany business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documentson line 1. This name should match the name shown on the charter or other legaldocument creating the entity. You may enter any business, trade, or DBA name on line2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded asan entity separate from its owner is treated as a “disregarded entity.” See Regulationssection 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entityentered on line 1 should never be a disregarded entity. The name on line 1 should be thename shown on the income tax return on which the income should be reported. Forexample, if a foreign LLC that is treated as a disregarded entity for U.S. federal taxpurposes has a single owner that is a U.S. person, the U.S. owner's name is required tobe provided on line 1. If the direct owner of the entity is also a disregarded entity, enterthe first owner that is not disregarded for federal tax purposes. Enter the disregardedentity's name on line 2, “Business name/disregarded entity name.” If the owner of thedisregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2If you have a business name, trade name, DBA name, or disregarded entity name, youmay enter it on line 2.

Line 3Check the appropriate box on line 3 for the U.S. federal tax classification of the personwhose name is entered on line 1. Check only one box on line 3.

IF the entity/person on line 1 isa(n) . . .

THEN check the box for . . .

• Corporation Corporation

• Individual

• Sole proprietorship, or

• Single-member limited liability company(LLC) owned by an individual anddisregarded for U.S. federal tax purposes.

Individual/sole proprietor or single-member LLC

• LLC treated as a partnership for U.S.federal tax purposes,

• LLC that has filed Form 8832 or 2553 tobe taxed as a corporation, or

• LLC that is disregarded as an entityseparate from its owner but the owner isanother LLC that is not disregarded forU.S. federal tax purposes.

Limited liability company and enter theappropriate tax classification. (P=Partnership; C= C corporation; or S= Scorporation)

• Partnership Partnership • Trust/estate Trust/estate

Line 4, ExemptionsIf you are exempt from backup withholding and/or FATCA reporting, enter in theappropriate space on line 4 any code(s) that may apply to you.Exempt payee code.• Generally, individuals (including sole proprietors) are not exempt from backupwithholding.• Except as provided below, corporations are exempt from backup withholding for certainpayments, including interest and dividends.• Corporations are not exempt from backup withholding for payments made in settlementof payment card or third party network transactions.• Corporations are not exempt from backup withholding with respect to attorneys’ fees orgross proceeds paid to attorneys, and corporations that provide medical or health careservices are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter theappropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodialaccount under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of

their political subdivisions or instrumentalities4—A foreign government or any of its political subdivisions, agencies, or

instrumentalities5—A corporation6—A dealer in securities or commodities required to register in the United States, the

District of Columbia, or a U.S. commonwealth or possession7—A futures commission merchant registered with the Commodity Futures Trading

Commission8—A real estate investment trust9—An entity registered at all times during the tax year under the Investment Company

Act of 194010—A common trust fund operated by a bank under section 584(a)11—A financial institution12—A middleman known in the investment community as a nominee or custodian13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backupwithholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .

THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 7Broker transactions

Exempt payees 1 through 4 and 6 through11 and all C corporations. S corporationsmust not enter an exempt payee codebecause they are exempt only for sales ofnoncovered securities acquired prior to2012.

Barter exchange transactions and patronagedividends

Exempt payees 1 through 4

Payments over $600 required to be reportedand direct sales over $5,0001

Generally, exempt payees 1 through 52

Payments made in settlement of paymentcard or third party network transactions

Exempt payees 1 through 4

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form 1099-

MISC are not exempt from backup withholding: medical and health care payments,attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), andpayments for services paid by a federal executive agency.


Exemption from FATCA reporting code. The following codes identify payees that areexempt from reporting under FATCA. These codes apply to persons submitting thisform for accounts maintained outside of the United States by certain foreign financialinstitutions. Therefore, if you are only submitting this form for an account you hold inthe United States, you may leave this field blank. Consult with the person requestingthis form if you are uncertain if the financial institution is subject to these requirements.A requester may indicate that a code is not required by providing you with a Form W-9with “Not Applicable” (or any similar indication) written or printed on the line for aFATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individualretirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalitiesC—A state, the District of Columbia, a U.S. commonwealth or possession, or any of

their political subdivisions or instrumentalitiesD—A corporation the stock of which is regularly traded on one or more established

securities markets, as described in Regulations section 1.1472-1(c)(1)(i)E—A corporation that is a member of the same expanded affiliated group as a

corporation described in Regulations section 1.1472-1(c)(1)(i)F—A dealer in securities, commodities, or derivative financial instruments (including

notional principal contracts, futures, forwards, and options) that is registered as suchunder the laws of the United States or any state

G—A real estate investment trustH—A regulated investment company as defined in section 851 or an entity registered

at all times during the tax year under the Investment Company Act of 1940I—A common trust fund as defined in section 584(a)J—A bank as defined in section 581K—A brokerL—A trust exempt from tax under section 664 or described in section 4947(a)(1)M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form todetermine whether the FATCA code and/or exempt payee code should be completed.

Line 5Enter your address (number, street, and apartment or suite number). This is where therequester of this Form W-9 will mail your information returns. If this address differsfrom the one the requester already has on file, write NEW at the top. If a new address isprovided, there is still a chance the old address will be used until the payor changes youraddress in their records.

Line 6Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do nothave and are not eligible to get an SSN, your TIN is your IRS individual taxpayeridentification number (ITIN). Enter it in the social security number box. If you do nothave an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN orEIN.

If you are a single-member LLC that is disregarded as an entity separate from itsowner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter thedisregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enterthe entity’s EIN.Note: See What Name and Number To Give the Requester, later, for further clarificationof name and TIN combinations.How to get a TIN. If you do not have a TIN, apply for one immediately. To apply foran SSN, get Form SS-5, Application for a Social Security Card, from your local SSAoffice or get this form online at www.SSA.gov. You may also get this form by calling1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, Application for Employer IdentificationNumber, to apply for an EIN. You can apply for an EIN online by

accessing the IRS website at www.irs.gov/Businesses and clicking on EmployerIdentification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms toview, download, or print Form W-7 and/or Form SS-4. Or, you can go towww.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed toyou within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write“Applied For” in the space for the TIN, sign and date the form, and give it to therequester. For interest and dividend payments, and certain payments made with respect toreadily tradable instruments, generally you will have 60 days to get a TIN and give it tothe requester before you are subject to backup withholding on payments. The 60-day ruledoes not apply to other types of payments. You will be subject to backup withholding onall such payments until you provide your TIN to the requester.Note: Entering “Applied For” means that you have already applied for a TIN or that youintend to apply for one soon.Caution: A disregarded U.S. entity that has a foreign owner must use the appropriateForm W-8.

Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, signForm W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (whenrequired). In the case of a disregarded entity, the person identified on line 1 must sign.Exempt payees, see Exempt payee code, earlier.Signature requirements. Complete the certification as indicated in items 1 through 5below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and brokeraccounts considered active during 1983. You must give your correct TIN, but you donot have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 andbroker accounts considered inactive during 1983. You must sign the certification orbackup withholding will apply. If you are subject to backup withholding and you aremerely providing your correct TIN to the requester, you must cross out item 2 in thecertification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign thecertification unless you have been notified that you have previously given an incorrectTIN. “Other payments” include payments made in the course of the requester’s trade orbusiness for rents, royalties, goods (other than bills for merchandise), medical and healthcare services (including payments to corporations), payments to a nonemployee forservices, payments made in settlement of payment card and third party networktransactions, payments to certain fishing boat crew members and fishermen, and grossproceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property,cancellation of debt, qualified tuition program payments (under section 529), ABLEaccounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSAcontributions or distributions, and pension distributions. You must give your correctTIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account: Give name and SSN of: 1. Individual The individual 2.

Two or more individuals (joint account) otherthan an account maintained by an FFI

The actual owner of the account or, if combinedfunds, the first individual on the account1

3. Two or more U.S. persons(joint account maintained by an FFI)

Each holder of the account

4. Custodialaccount of a minor (Uniform Gift toMinors Act)

The minor2

5. a. The usual revocable savings trust (grantor isalso trustee)

The grantor-trustee1

b. So-called trust account that is not a legal orvalid trust under state law

The actual owner1


For this type of account: Give name and SSN of: 6.

Sole proprietorship or disregarded entity ownedby an individual

The owner3

7.

Grantortrust filing under Optional Form 1099Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))

The grantor*

For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual The owner

9. A valid trust, estate, or pension trust Legal entity4

10. Corporation or LLC electing corporate status onForm 8832 or Form 2553

The corporation

11. Association, club, religious, charitable,educational, or other tax-exempt organization

The organization

12. Partnership or multi-member LLC The partnership

13. A broker or registered nominee The broker or nominee 14.

Account with the Department of Agriculture inthe name of a public entity (such as a state orlocal government, school district, or prison) thatreceives agricultural program payments

The public entity

15.

Grantor trust filing under the Form 1041 FilingMethod or the Optional Form 1099 FilingMethod 2 (see Regulations section 1.671-4(b)(2)(i)(B))

The trust

1 List first and circle the name of the person whose number you furnish. If only oneperson on a joint account has an SSN, that person’s number must be furnished.2 Circle the minor’s name and furnish the minor’s SSN.3 You must show your individual name and you may also enter your business or DBAname on the “Business name/disregarded entity” name line. You may use either yourSSN or EIN (if you have one), but the IRS encourages you to use your SSN.4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish theTIN of the personal representative or trustee unless the legal entity itself is notdesignated in the account title.) Also see Special rules for partnerships, earlier.*Note: The grantor also must provide a Form W-9 to trustee of trust.Note: If no name is circled when more than one name is listed, the number will beconsidered to be that of the first name listed.

Secure Your Tax Records From Identity TheftIdentity theft occurs when someone uses your personal information such as your name,SSN, or other identifying information, without your permission, to commit fraud orother crimes. An identity thief may use your SSN to get a job or may file a tax returnusing your SSN to receive a refund.

To reduce your risk:• Protect your SSN,• Ensure your employer is protecting your SSN, and• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS,respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are atrisk due to a lost or stolen purse or wallet, questionable credit card activity or creditreport, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, orare seeking help in resolving tax problems that have not been resolved through normalchannels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reachTAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD1-800-829-4059.Protect yourself from suspicious emails or phishing schemes. Phishing is the creationand use of email and websites designed to mimic legitimate business emails and websites.The most common act is sending an email to a user falsely claiming to be an establishedlegitimate enterprise in an attempt to scam the user into surrendering private informationthat will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does notrequest personal detailed information through email or ask taxpayers for the PIN numbers,passwords, or similar secret access information for their credit card, bank, or otherfinancial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message [email protected]. You may also report misuse of the IRS name, logo, or other IRSproperty to the Treasury Inspector General for Tax Administration (TIGTA) at1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC atwww.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim ofidentity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduceyour risk.

Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN topersons (including federal agencies) who are required to file information returns with theIRS to report interest, dividends, or certain other income paid to you; mortgage interestyou paid; the acquisition or abandonment of secured property; the cancellation of debt; orcontributions you made to an IRA, Archer MSA, or HSA. The person collecting this formuses the information on the form to file information returns with the IRS, reporting theabove information. Routine uses of this information include giving it to the Department ofJustice for civil and criminal litigation and to cities, states, the District of Columbia, andU.S. commonwealths and possessions for use in administering their laws. The informationalso may be disclosed to other countries under a treaty, to federal and state agencies toenforce civil and criminal laws, or to federal law enforcement and intelligence agencies tocombat terrorism. You must provide your TIN whether or not you are required to file a taxreturn. Under section 3406, payers must generally withhold a percentage of taxableinterest, dividend, and certain other payments to a payee who does not give a TIN to thepayer. Certain penalties may also apply for providing false or fraudulent information.


By Courier or Mail:

The American Stock Transfer & Trust Company, LLC Operations Center

Attn: Reorganization Department 6201 15th Avenue

Brooklyn, New York 11219


(718) 234-5001


(800) 937-5449

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTEA VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent at its address and telephone number listed below. Additional copies of theOffer to Purchase, this Letter of Transmittal and other materials related to the Offer may be obtained for free from the Information Agent. Shareholders mayalso contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer.





Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERYto Tender Ordinary Shares of


$30.75 per sharePursuant to the Offer to Purchase

dated December 13, 2019(the “Offer to Purchase”)

by


STRYKER CORPORATION


This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (a) the procedure fordelivery of book-entry transfer of ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liabilitycompany (naamloze vennootschap) organized under the laws of the Netherlands, cannot be completed prior to 9:00 a.m., Eastern time, on February 27, 2020(the “Expiration Time,” unless the Offer is extended in accordance with the Purchase Agreement (as defined in the Offer to Purchase), in which event“Expiration Time” will mean the latest time and date at which the Offer (as defined below), as so extended by Purchaser (as defined below), will expire), or(b) time will not permit delivery of all of the required documents to the American Stock Transfer & Trust Company, LLC (the “Depositary”) prior to theExpiration Time. This Notice of Guaranteed Delivery may be delivered by courier, transmitted by facsimile (by Eligible Institutions only) or mailed to theDepositary. See Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.


American Stock Transfer & Trust Company, LLC

By Courier or Mail:The American Stock Transfer & Trust Company, LLC

Operations CenterAttn: Reorganization Department

6201 15th AvenueBrooklyn, New York 11219

By Facsimile Transmission(for Eligible Institutions Only):

(718) 234-5001

To Confirm Facsimile via Phone(for Confirmation Only):

(800) 937-5449

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION,OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL (AS DEFINEDBELOW) IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3—“PROCEDURES FORACCEPTING THE OFFER AND TENDERING SHARES” OF THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS THERETO,SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SIGNATURE BOX ON THE APPROPRIATE LETTER OFTRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal (asdefined below) or an Agent’s Message (as defined in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer toPurchase) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organizedunder the laws of the Netherlands (“Purchaser”) and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation, upon the termsand subject to the conditions set forth in the Offer to Purchase, dated December 13, 2019, and the related Letter of Transmittal (the “Letter of Transmittal”and, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer”), receipt of which is herebyacknowledged, the number of ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liability company(naamloze vennootschap) organized under the laws of the Netherlands, specified below, pursuant to the guaranteed delivery procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. Shares tendered by the Notice of Guaranteed Delivery will not bedeemed validly tendered for purposes of satisfying the Minimum Condition (as defined in the Offer to Purchase), unless and until such Shares to which theNotice of Guaranteed Delivery relates and the required documents are received by the Depositary prior to the Expiration Time. Number of Shares:

☐ Check here if Shares will be tendered by book-entry transfer

DTC Account Number:

Name of Tendering Institution:

Date:

Name(s) of Holder(s): (Please Print)

Signature(s):

Address(es): (Zip Code)

Area Code and Telephone Number(s):

GUARANTEE(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (as defined in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase),hereby (a) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and,(b) guarantees delivery to the Depositary, within two Nasdaq Global Select Market trading days after the date hereof, at its address set forth above, of (i) aproperly completed and duly executed Letter of Transmittal (or, alternatively an Agent’s Message (as defined in Instruction 2 of the Letter of Transmittal)in the case of tendering Shares held in “street” name by book-entry transfer), (ii) a confirmation of a book-entry transfer of such Shares into theDepositary’s account at the Depository Trust Company in the case of tendering Shares held in “street” name by book-entry transfer (pursuant to theprocedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase), and (iii) all other documentsrequired by the Letter of Transmittal, if any. Name of Firm:

(Authorized Signature)

Address: Name: (Zip Code) (Please Type or Print)

Title:

Area Code and Tel. No.: Dated:

Exhibit (a)(1)(D)OFFER TO PURCHASE FOR CASHAll Outstanding Ordinary Shares of


$30.75 per shareby


STRYKER CORPORATION


December 13, 2019

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Stryker B.V. (“Purchaser”), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)organized under the laws of the Netherlands and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), to act asInformation Agent (the “Information Agent”) in connection with Purchaser’s offer to purchase all of the outstanding ordinary shares, par value €0.03 pershare (the “Shares”), of Wright Medical Group N.V., a public limited liability company (naamloze vennootschap) organized under the laws of theNetherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”), at a purchase price of $30.75 per Share, withoutinterest and less applicable withholding taxes, to the holders thereof, payable in cash (the “Offer Consideration”), upon the terms and subject to theconditions set forth in the Offer to Purchase, dated December 13, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter ofTransmittal” and, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer”) enclosed herewith. Pleasefurnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to a financing condition. Certain conditions to the Offer are described in Section 15—“Certain Conditions of the Offer” ofthe Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we areenclosing the following documents:

1. The Offer to Purchase;

2. The Solicitation/Recommendation Statement on Schedule 14D-9 of Wright;

3. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;

4. A Notice of Guaranteed Delivery to be used to accept the Offer if the required documents cannot be delivered to American Stock Transfer &Trust Company, LLC (the “Depositary”) prior to 9:00 a.m., Eastern Time, on February 27, 2020 (the “Expiration Time,” unless the Offer isextended in accordance with the Purchase Agreement (as defined below), in which event “Expiration Time” will mean the latest time and dateat which the Offer, as so extended by Purchaser, will expire) or if the procedure for delivery by book-entry transfer cannot be completed priorto the Expiration Time;

5. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of yournominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

6. A return envelope addressed to the “Depositary for your use only.”

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 9:00 a.m., EasternTime, on February 27, 2020, unless the Offer is extended or earlier terminated.

The Offer is being made pursuant to a Purchase Agreement, dated as of November 4, 2019 (as it may be amended from time to time, the “PurchaseAgreement”), by and among Stryker, Purchaser and Wright. Unless the Offer is earlier terminated, the Offer will expire at the Expiration Time. ThePurchase Agreement provides, among other things, that, subject to the terms and conditions set forth therein, Purchaser will (and Stryker will causePurchaser to), (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter), accept for payment(the time of acceptance for payment, the “Acceptance Time”) and (b) at or as promptly as practicable following the Acceptance Time (but in any eventwithin two (2) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) thereafter), pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (such time ofpayment, the “Offer Closing”). It is expected that following the Offer Closing, the listing of the Shares on the Nasdaq Global Select Market will beterminated, Wright will no longer be a publicly traded company, and the Shares will be deregistered under the Exchange Act, resulting in the cessation ofWright’s reporting obligations with respect to the Shares with the United States Securities and Exchange Commission.



At the EGM, Wright shareholders will be requested to vote on (a) (i) approval of the sale, transfer and assumption of the business of Wright, includingsubstantially all of the assets and liabilities of Wright, to or by Purchaser (or an affiliate of Purchaser) (the “Asset Sale”) subject to the Acceptance Timehaving occurred and the Reorganization Threshold (as defined below) having been achieved and (ii) subject to Asset Sale having been completed, theAcceptance Time having occurred and the Reorganization Threshold (as defined below) having been achieved, (1) dissolve (ontbinden) Wright inaccordance with Section 2:19 of the Dutch Civil Code (the “DCC”) and (2) appoint as liquidator (the “Liquidator”) a foundation (stichting) to beincorporated under Dutch law and approve reimbursement of the Liquidator’s reasonable salary and costs (provided that such reimbursement will be subjectto the approval of certain members of the Wright Board who are independent from Purchaser and Stryker not to be unreasonably withheld, conditioned ordelayed) and (3) appoint an affiliate of Purchaser as the custodian of the books and records of Wright in accordance with Section 2:24 of the DCC(collectively, the “Asset Sale Resolutions”), (b) approval of the Mergers (as defined below), subject to the Acceptance Time having occurred and theReorganization Threshold having been achieved, and certain amendments to Wright’s articles of association to determine the compensation to be paid toWright shareholders who vote against approval of the Mergers and who request compensation in connection with the First-Step Merger (as defined below)in accordance with Section 2:333h of the DCC (collectively, the “Merger Resolutions”), (c) approval of the statutory spin-off (afsplitsing) of certain assetsand liabilities of Wright to a wholly owned subsidiary of Wright (the “Demerger Resolutions”), subject to the Offer Closing, or earlier if so agreed byWright, Stryker and Purchaser, (d) certain amendments to Wright’s articles of association to become effective after the Offer Closing, including, if electedby Purchaser, the conversion of Wright from a public limited liability company (naamloze vennootschap or N.V.) to a private limited liability company(besloten vennootschap met beperkte aansprakelijkheid or B.V.) under Dutch law, certain other amendments to

become effective after the delisting of the Shares on the Nasdaq and an amendment to align Wright’s financial year with that reckoned by Purchaser, (e) theappointment of directors designated by Purchaser to the Wright Board to replace certain current directors of Wright who will resign from the Wright Boardeffective as of the Offer Closing (together with clause (d) the “Governance Resolutions”), (f) the full and final discharge to each member of the WrightBoard for their acts of management or supervision, as applicable, up to the date of the EGM and effective upon the Acceptance Time and (g) other matterscontemplated by the Purchase Agreement.

A more complete description of the reasons that the Wright Board approved the Purchase Agreement and the transactions contemplated thereby, includingthe Offer, the Asset Sale and the Mergers, and recommended that Wright shareholders accept the Offer and tender their Shares pursuant to the Offer is setforth in the Solicitation/Recommendation Statement on the Schedule 14D-9 that Wright is furnishing to its shareholders in connection with the Offer.

Following the Acceptance Time, except as described below, Purchaser will (and Stryker will cause Purchaser to) provide for a subsequent offering period ofat least ten (10) business days in accordance with Rule 14d-11 promulgated under the Exchange Act and in accordance with the Purchase Agreement (the“Subsequent Offering Period”). In the event that prior to the expiration of any such Subsequent Offering Period, Purchaser or Stryker has publiclyannounced its intention to, subject to the terms of the Purchase Agreement, effectuate the Asset Sale, Purchaser will (and Stryker will cause Purchaser to)extend the Subsequent Offering Period for at least five (5) business days to permit any remaining minority shareholders to tender their Shares in exchangefor the Offer Consideration (such extension, the “Minority Exit Offering Period”). In the event that promptly following the Expiration Time, Purchaser orStryker has publicly announced its intention to, subject to the terms of the Purchase Agreement, effectuate the Mergers (as defined below), Purchaser willnot be required to provide either a Subsequent Offering Period or Minority Exit Offering Period, but may do so if Purchaser chooses. Under nocircumstance will interest be paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, any SubsequentOffering Period (as it may be extended by the Minority Exit Offering Period) or any delay in making payment for Shares.


In the event that the Asset Sale and Liquidation (as defined below) is implemented, which is subject to (a) the approval of the Asset Sale Resolutions byWright shareholders at the EGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and the number of Shares validly tenderedpursuant to the Offer and not properly withdrawn (including Shares tendered during the Subsequent Offering Period, as it may be extended by the MinorityExit Offering Period), together with the Shares owned by Stryker or its wholly owned subsidiaries, representing at least eighty percent (80%) of Wright’sissued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Reorganization Threshold”), any Wright shareholders who did not tender their Sharespursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will receive for eachShare held immediately prior to completion of the Asset Sale cash in an amount equal to the Offer Consideration, without interest and less applicablewithholding taxes. Upon consummation of the Asset Sale: (a) Wright will hold only the cash received in the Asset Sale and certain other immaterial assetsand liabilities; (b) Purchaser (or an affiliate of Purchaser) will (i) own all of Wright’s business operations and (ii) be the principal shareholder in Wright; and(c) the non-tendering Wright shareholders will continue to own Shares representing, in the aggregate, a minority of the Shares then outstanding. As soon aspracticable following consummation of the Asset Sale, the Liquidator would then complete the liquidation and dissolution of Wright (the “Liquidation”) inaccordance with applicable Dutch procedures, with Purchaser (or an affiliate of Purchaser) providing certain funds and indemnities to enable the Liquidatorto make an immediate advance liquidation distribution (the “Second Step Distribution”) to a settlement agent on behalf of each non-tendering Wrightshareholder of an amount in cash for each Share held immediately prior to the

completion of the Asset Sale equal to the Offer Consideration, without interest and less applicable withholding taxes, for each Share then owned by suchnon-tendering Wright shareholder. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks inrelation to the transfer of the Second Step Distribution to their bank account or otherwise.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at the EGM (or anysubsequent EGM) and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved, Wright and Purchaser willcomplete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is a direct, wholly owned subsidiary ofWright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”), (ii) Wright Luxembourg will merge with and intoa Bermuda exempted company that is a direct, wholly owned subsidiary of Wright Luxembourg (“Wright Bermuda”) with Wright Bermuda surviving themerger (the “Second-Step Merger”) and (iii) a Bermuda exempted company formed by Stryker as a wholly owned subsidiary of Purchaser will merge withand into Wright Bermuda with Wright Bermuda surviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Upon completion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will nolonger have any equity interest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to thecompletion of the First Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less applicablewithholding taxes. Stryker and Purchaser have no current intention to require the deduction and withholding of any amounts under any tax law, but such taxdeduction and withholding will take place to the extent required under applicable tax law. Upon completion of the Mergers, Wright will be an indirect,wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks inrelation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

In the event that a compulsory acquisition procedure (uitkoopprocedure) of non-tendered Shares as provided by Dutch law (the “Compulsory Acquisition”)is permissible under applicable law and implemented, then Shares held by non-tendering Wright shareholders will be acquired in accordance withSection 2:92a or Section 2:201a of the DCC. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal(Gerechtshof Amsterdam) (the “Dutch Court”) will determine the price to be paid for the non-tendered Shares. The Dutch Court has sole discretion todetermine such price, and the Dutch Court will select a reference date on which to value the Shares for purposes of determining such price (the “ReferenceDate”). If the Compulsory Acquisition is commenced shortly following the Offer Closing and at the Offer Closing the Purchaser and its affiliates holdninety-five percent (95%) of Wright’s issued and outstanding capital (geplaatst en uitstaand kapitaal) (the “Compulsory Acquisition Threshold”), it isexpected that the Reference Date will be the date of the Offer Closing and that the per Share price paid in the Compulsory Acquisition will be equal to theOffer Consideration. If Purchaser has not achieved the Compulsory Acquisition Threshold at the time of the Offer Closing but does so shortly afterwardsand then commences the Compulsory Acquisition, the Dutch Court will generally use as a Reference Date the earlier of (i) the date on which Purchaserdemonstrates it has achieved the Compulsory Acquisition Threshold and (ii) the date on which the Dutch Court renders an interim judgment preliminarilyallowing the claim for the Compulsory Acquisition. The Share price determined by the Dutch Court may be greater than, equal to or less than the OfferConsideration. Such price will be increased by statutory interest (“Dutch Statutory Interest”) accrued at the rate applicable in the Netherlands (currently twopercent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interest would be the date Purchaserpays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a payment made to the relevant governmentalauthority in the Netherlands). Upon execution (tenuitvoerlegging) of the Dutch Court’s ruling in the Compulsory Acquisition, each non-tendering Wrightshareholder will receive the per Share price determined by the Dutch Court and Purchaser will become the sole shareholder of Wright. If payment byPurchaser is made to the relevant governmental authority in the Netherlands, rather than directly to non-tendering Wright shareholders, such shareholdersmay only seek their consideration directly from such governmental authority in the Netherlands. Upon completion of the Compulsory Acquisition, Wrightwill be an indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costscharged by banks in relation to the transfer of the cash proceeds of the Compulsory Acquisition to their bank account or otherwise.



In order for a shareholder to validly tender Shares pursuant to the Offer, either (a) (i) a Letter of Transmittal, properly completed and duly executed, withany required signature guarantees (or, alternatively an Agent’s Message (as defined in Instruction 2 of the Letter of Transmittal) in lieu of a Letter ofTransmittal in the case of tendering Shares held in “street” name by book-entry transfer); (ii) a confirmation of a book-entry transfer into the Depositary’saccount at the Depository Trust Company of the Shares tendered by book-entry transfer (pursuant to the procedures set forth in Section 3—“Procedures forAccepting the Offer and Tendering Shares” of the Offer to Purchase); and (iii) any other documents required by the Letter of Transmittal, must all bereceived by the Depositary at its addresses set forth on the back cover of the Offer to Purchase, or (b) the tendering shareholder must comply with theguaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. No alternative,conditional or contingent tenders will be accepted. Shares tendered by the Notice of Guaranteed Delivery will not be deemed validly tendered for purposesof satisfying the Minimum Condition (as defined in the Offer to Purchase) unless and until such Shares to which such Notice of Guaranteed Delivery relatesand the required documents are received by the Depositary prior to the Expiration Time.

Except as set forth in the Offer to Purchase, neither Stryker nor Purchaser will pay any fees or commissions to any broker or dealer or to any other person(other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers,commercial banks, trust companies and other nominees will, upon request, be reimbursed by Purchaser for customary mailing and handling expensesincurred by them in forwarding offering materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuantto the Offer, subject to Instruction 5 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, theundersigned at the address and telephone numbers set forth below.

Very truly yours,Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall render you the agent of Purchaser, the Information Agent or the Depositary or anyaffiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connectionwith the Offer other than the enclosed documents and the statements contained therein.





Exhibit (a)(1)(E)OFFER TO PURCHASE FOR CASHAll Outstanding Ordinary Shares of



dated December 13, 2019by


STRYKER CORPORATION


December 13, 2019

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated December 13, 2019 (the “Offer to Purchase”), and the related Letter of Transmittal (the“Letter of Transmittal” and, together with the Offer to Purchase, as each may be amended or supplemented from time to time, the “Offer”) in connectionwith the offer by Stryker B.V. (“Purchaser”), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organizedunder the laws of the Netherlands and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Stryker”), to purchase all ofthe outstanding ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limited liability company (naamlozevennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under file number 34250781 (“Wright”), at apurchase price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payable in cash (the “OfferConsideration”), upon the terms and subject to the conditions set forth in the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record andpursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you totender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to theconditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The Offer Consideration for the Offer is $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof,payable in cash.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made pursuant to a Purchase Agreement, dated as of November 4, 2019 (as it may be amended from time to time, the

“Purchase Agreement”), by and among Stryker, Purchaser and Wright. Unless the Offer is earlier terminated, the Offer will expire at 9:00a.m., Eastern Time, on February 27, 2020 (the “Expiration Time,”

unless the Offer is extended in accordance with the Purchase Agreement, in which event “Expiration Time” will mean the latest time and dateat which the Offer, as so extended by Purchaser, will expire). The Purchase Agreement provides, among other things, that, subject to the termsand conditions set forth therein, Purchaser will (and Stryker will cause Purchaser to), (a) at or as promptly as practicable following theExpiration Time (but in any event within two business days thereafter), accept for payment (the time of acceptance for payment, the“Acceptance Time”) and (b) at or as promptly as practicable following the Acceptance Time (but in any event within two (2) business days(calculated as set forth in Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))thereafter), pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (such time ofpayment, the “Offer Closing”). It is expected that following the Offer Closing, the listing of the Shares on the Nasdaq Global Select Marketwill be terminated, Wright will no longer be a publicly traded company, and the Shares will be deregistered under the Exchange Act, resultingin the cessation of Wright’s reporting obligations with respect to the Shares with the United States Securities and Exchange Commission.

After consideration, the board of directors (bestuur) of Wright (the “Wright Board”) has unanimously, among other things,(a) determined that the terms of the Purchase Agreement, the Offer, certain of the Post-Offer Reorganization transactions (includingthe Asset Sale, the Liquidation and Second Step Distribution and the Mergers (each as defined below)) and the other transactionscontemplated by the Purchase Agreement are in the best interests of Wright, its businesses and its shareholders, employees and otherrelevant stakeholders, (b) approved and adopted the Purchase Agreement and (c) resolved, on the terms and subject to the conditionsset forth in the Purchase Agreement, to recommend that Wright’s shareholders tender their Shares into the Offer and approve andadopt the matters to be proposed for consideration and approval by Wright’s shareholders at an extraordinary general meeting ofWright shareholders to be held prior to the Expiration Time in accordance with the terms of the Purchase Agreement (the “EGM”).


At the EGM, Wright shareholders will be requested to vote on (a) (i) approval of the sale, transfer and assumption of the business of Wright,including substantially all of the assets and liabilities of Wright, to or by Purchaser (or an affiliate of Purchaser) (the “Asset Sale”) subject tothe Acceptance Time having occurred and the Reorganization Threshold (as defined below) having been achieved and (ii) subject to AssetSale having been completed, the Acceptance Time having occurred and the Reorganization Threshold (as defined below) having beenachieved, (1) dissolve (ontbinden) Wright in accordance with Section 2:19 of the Dutch Civil Code (the “DCC”) and (2) appoint as liquidator(the “Liquidator”) a foundation (stichting) to be incorporated under Dutch law and approve reimbursement of the Liquidator’s reasonablesalary and costs (provided that such reimbursement will be subject to the approval of certain members of the Wright Board who areindependent from Purchaser and Stryker not to be unreasonably withheld, conditioned or delayed) and (3) appoint an affiliate of Purchaser asthe custodian of the books and records of Wright in accordance with Section 2:24 of the DCC (collectively, the “Asset Sale Resolutions”), (b)approval of the Mergers (as defined below), subject to the Acceptance Time having occurred and the Reorganization Threshold having beenachieved, and certain amendments to Wright’s articles of association to determine the compensation to be paid to Wright shareholders whovote against approval of the Mergers and who request compensation in connection with the First-Step Merger (as defined below) inaccordance with Section 2:333h of the DCC (collectively, the “Merger Resolutions”), (c) approval of the statutory spin-off (afsplitsing) ofcertain assets and liabilities of Wright to a wholly owned subsidiary of Wright (the “Demerger Resolutions”), subject to the Offer Closing, orearlier if so agreed by Wright, Stryker and Purchaser, (d) certain amendments to Wright’s articles of association to become effective after theOffer Closing, including, if elected by Purchaser, the conversion of Wright from a public limited liability company (naamloze vennootschapor N.V.) to a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid or B.V.) under Dutch law, certain otheramendments to become effective after the delisting of the Shares on the Nasdaq and an amendment to align Wright’s financial year with thatreckoned by Purchaser, (e) the appointment of directors designated by Purchaser to the Wright Board to replace certain current directors ofWright who will resign from the Wright Board effective as of the Offer Closing (together with clause (d) the “Governance Resolutions”), (f)the full and final discharge to each member of the Wright Board for their acts of management or supervision, as applicable, up to the date ofthe EGM and effective upon the Acceptance Time and (g) other matters contemplated by the Purchase Agreement.

A more complete description of the reasons that the Wright Board approved the Purchase Agreement and the transactions contemplatedthereby, including the Offer, the Asset Sale and the Mergers, and recommended that Wright shareholders accept the Offer and tender theirShares pursuant to the Offer is set forth in the Solicitation/Recommendation Statement on the Schedule 14D-9 that Wright is furnishing to itsshareholders in connection with the Offer.

Following the Acceptance Time, except as described below, Purchaser will (and Stryker will cause Purchaser to) provide for a subsequentoffering period of at least ten (10) business days in accordance with Rule 14d-11 promulgated under the Exchange Act and in accordance withthe Purchase Agreement (the “Subsequent Offering Period”). In the event that prior to the expiration of any such Subsequent Offering Period,Purchaser or Stryker has publicly announced its intention to, subject to the terms of the Purchase Agreement, effectuate the Asset Sale,Purchaser will (and Stryker will cause Purchaser to) extend the Subsequent Offering Period for at least five (5) business days to permit anyremaining minority shareholders to tender their Shares in exchange for the Offer Consideration (such extension, the “Minority Exit OfferingPeriod”). In the event that promptly following the Expiration Time, Purchaser or Stryker has publicly announced its intention to, subject tothe terms of the Purchase Agreement, effectuate the Mergers (as defined below), Purchaser will not be required to provide either a SubsequentOffering Period or Minority Exit Offering Period, but may do so if Purchaser chooses. Under no circumstance will interest be paid on theOffer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, any Subsequent Offering Period (as it maybe extended by the Minority Exit Offering Period) or any delay in making payment for Shares.

Following the later of the Offer Closing and the closing of any Subsequent Offering Period (as it may be extended by the Minority ExitOffering Period), Stryker or Purchaser may, but is not required to, effectuate or cause to be effectuated a corporate reorganization of orinvolving Wright and its subsidiaries (the “Post-Offer Reorganization”). The Post-Offer Reorganization will utilize processes available toPurchaser under Dutch and other applicable law aimed at strengthening Stryker’s direct or indirect control over Wright or its assets andbusiness operations. More specifically, the Asset Sale and Liquidation (as defined below), the Mergers (as defined below) and theCompulsory Acquisition (as defined below) would ensure that Purchaser or one of its affiliates becomes the owner of all or substantially all ofWright’s business operations from and after the consummation of such Post-Offer Reorganization. In the event the Asset Sale and Liquidation(as defined below), the Mergers (as defined below) or the Compulsory Acquisition (as defined below) are consummated, Wright will either beliquidated, disappear or become wholly owned by Purchaser.

In the event that the Asset Sale and Liquidation (as defined below) is implemented, which is subject to (a) the approval of the Asset SaleResolutions by Wright shareholders at the EGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and the number ofShares validly tendered pursuant to the Offer and not properly withdrawn (including Shares tendered during the Subsequent Offering Period,as it may be extended by the Minority Exit Offering Period), together with the Shares owned by Stryker or its wholly owned subsidiaries,representing at least eighty percent (80%) of Wright’s issued and outstanding capital (geplaatst en uitstaand kapitaal) (the “ReorganizationThreshold”), any Wright shareholders who did not tender their Shares pursuant to the Offer (including during the Subsequent Offering Period,as it may be extended by the Minority Exit Offering Period) will receive for each Share held immediately prior to completion of the AssetSale cash in an amount equal to the Offer Consideration, without interest and less applicable withholding taxes. Upon consummation of theAsset Sale: (a) Wright will hold only the cash received in the Asset Sale and certain other immaterial assets and liabilities; (b) Purchaser (oran affiliate of Purchaser) will (i) own all of Wright’s business operations and (ii) be the principal shareholder in Wright; and (c) thenon-tendering Wright shareholders will continue to own Shares representing, in the aggregate, a minority of the Shares then outstanding. Assoon as practicable following consummation of the Asset Sale, the Liquidator would then complete the liquidation and dissolution of Wright(the “Liquidation”) in accordance with applicable Dutch procedures, with Purchaser (or an affiliate of Purchaser) providing certain funds andindemnities to enable the Liquidator to make an immediate advance liquidation distribution (the “Second Step Distribution”) to a settlementagent on behalf of each non-tendering Wright shareholder of an amount in cash for each Share held immediately prior to the completion of theAsset Sale equal to the Offer Consideration, without interest and less applicable withholding taxes, for each Share then owned by suchnon-tendering Wright shareholder. No compensation will be paid to non-tendering Wright shareholders for any administrative costs chargedby banks in relation to the transfer of the Second Step Distribution to their bank account or otherwise.

In the event that the Mergers are implemented, which is subject to (a) the approval of the Merger Resolutions by Wright shareholders at theEGM (or any subsequent EGM) and (b) the Acceptance Time having occurred and the Reorganization Threshold having been achieved,Wright and Purchaser will complete a series of mergers whereby (i) Wright will merge with and into a Luxembourg société anonyme that is adirect, wholly owned subsidiary of Wright (“Wright Luxembourg”) with Wright Luxembourg surviving the merger (the “First-Step Merger”),(ii) Wright Luxembourg will merge with and into a Bermuda exempted company that is a direct, wholly owned subsidiary of WrightLuxembourg (“Wright Bermuda”) with Wright Bermuda surviving the merger (the “Second-Step Merger”) and (iii) a Bermuda exemptedcompany formed by Stryker as a wholly owned subsidiary of Purchaser will merge with and into Wright Bermuda with Wright Bermudasurviving the merger (the “Third-Step Merger” and, together with the First-Step Merger and the Second-Step Merger, the “Mergers”). Uponcompletion of the Mergers, any Wright shareholders who did not tender their Shares pursuant to the Offer will no longer have any equityinterest in the surviving entities from such Mergers and will ultimately receive, for each Share held immediately prior to the completion of theFirst Step Merger, cash in an amount equal to the Offer Consideration. Such amount would be without interest and less applicable withholdingtaxes. Stryker and Purchaser have no current intention to require the deduction and withholding of any amounts under any tax law, but suchtax deduction and withholding will take place to the extent required under applicable tax law. Upon completion of the Mergers, Wright will bean indirect, wholly owned subsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrativecosts charged by banks in relation to the transfer of the cash proceeds of the Third-Step Merger to their bank account or otherwise.

In the event that a compulsory acquisition procedure (uitkoopprocedure) of non-tendered Shares as provided by Dutch law (the “CompulsoryAcquisition”) is permissible under applicable law and implemented, then Shares held by non-tendering Wright shareholders will be acquiredin accordance with Section 2:92a or Section 2:201a of the DCC. In that circumstance, the Enterprise Chamber (Ondernemingskamer) of theAmsterdam Court of Appeal (Gerechtshof Amsterdam) (the “Dutch Court”) will determine the price to be paid for the non-tendered Shares.The Dutch Court has sole discretion to determine such price, and the Dutch Court will select a reference date on which to value the Shares forpurposes of determining such price (the “Reference Date”). If the Compulsory Acquisition is commenced shortly following the Offer Closingand at the Offer Closing the Purchaser and its affiliates hold ninety-five percent (95%) of Wright’s issued and outstanding capital (geplaatsten uitstaand kapitaal) (the “Compulsory Acquisition Threshold”), it is expected that the Reference Date will be the date of the Offer Closingand that the per Share price paid in the Compulsory Acquisition will be equal to the Offer Consideration. If Purchaser has not achieved theCompulsory Acquisition Threshold at the time of the Offer Closing but does so shortly afterwards and then commences the CompulsoryAcquisition, the Dutch Court will generally use as a Reference Date the earlier of (i) the date on which Purchaser demonstrates it has achievedthe Compulsory Acquisition Threshold and (ii) the date on which the Dutch Court renders an interim judgment preliminarily allowing theclaim for the Compulsory Acquisition. The Share price determined by the Dutch Court may be greater than, equal to or less than the OfferConsideration. Such price will be increased by statutory interest (“Dutch Statutory Interest”) accrued at the rate applicable in the Netherlands(currently two percent (2%) per annum) from the Reference Date. The end of the period for the calculation of the Dutch Statutory Interestwould be the date Purchaser pays for the Shares then owned by the non-tendering Wright shareholders (whether directly or through a paymentmade to the relevant governmental authority in the Netherlands). Upon execution (tenuitvoerlegging) of the Dutch Court’s ruling in theCompulsory Acquisition, each non-tendering Wright shareholder will receive the per Share price determined by the Dutch Court andPurchaser will become the sole shareholder of Wright. If payment by Purchaser is made to the relevant governmental authority in theNetherlands, rather than directly to non-tendering Wright shareholders, such shareholders may only seek their consideration directly fromsuch governmental authority in the Netherlands. Upon completion of the Compulsory Acquisition, Wright will be an indirect, wholly ownedsubsidiary of Stryker. No compensation will be paid to non-tendering Wright shareholders for any administrative costs charged by banks inrelation to the transfer of the cash proceeds of the Compulsory Acquisition to their bank account or otherwise.

The applicable withholding taxes and other taxes, if any, imposed on non-tendering Wright shareholders in respect of any Post-OfferReorganization may be different from, and greater than, the taxes imposed upon such Wright shareholders had they tendered theirShares pursuant to the Offer (including during any Subsequent Offering Period, as it may be extended by the Minority Exit OfferingPeriod).

It is possible that Purchaser may not be able to, or may elect not to, implement any proposed Post-Offer Reorganization after theconsummation of the Offer, or that such Post-Offer Reorganization may be delayed or unable to be completed. Any Post-Offer Reorganizationcould be the subject of litigation, and a court could delay the Post-Offer Reorganization or prohibit it from occurring on the terms described inthis Offer to Purchase, or from occurring at all. Moreover, even if Purchaser is able to effect any proposed Post-Offer Reorganization, theconsideration that Wright shareholders receive therefrom may be different than the consideration that they would have received had theytendered their Shares in the Offer (and they may also be subject to additional taxes).

4. The Offer is subject to certain conditions described in Section 15—“Certain Conditions of the Offer” of the Offer to Purchase.

5. Tendering Wright shareholders who are record owners of their Shares and who tender directly to American Stock Transfer & Trust Company,LLC (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 5 of theLetter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Shareholders who holdtheir Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such broker, dealer, commercial bank,trust company or other nominee as to whether it charges any service fees or commissions.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the InstructionForm on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shareswill be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before theExpiration Time.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) Wright shareholders in any jurisdiction in which the making of the Offeror the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, Purchaser may, in itsdiscretion, take such action as it deems necessary to make the Offer comply with the laws of any such jurisdiction and extend the Offer to Wrightshareholders in such jurisdiction in compliance with applicable law. In those jurisdictions where applicable law requires the Offer to be made by a licensedbroker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of suchjurisdiction to be designated by Purchaser.

INSTRUCTION FORM

With Respect to The Offer to Purchase For CashAll Outstanding Ordinary Shares of



dated December 13, 2019by


STRYKER CORPORATION


The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated December 13, 2019 (the “Offer to Purchase”), and therelated Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as each may be amended or supplemented from time totime, the “Offer”), in connection with the offer by Stryker B.V. (“Purchaser”), a private company with limited liability (besloten vennootschap met beperkteaansprakelijkheid) organized under the laws of the Netherlands and an indirect, wholly owned subsidiary of Stryker Corporation, a Michigan Corporation(“Stryker”), to purchase all of the outstanding ordinary shares, par value €0.03 per share (the “Shares”), of Wright Medical Group N.V., a public limitedliability company (naamloze vennootschap) organized under the laws of the Netherlands registered with the trade register in the Netherlands under filenumber 34250781 (“Wright”), at a purchase price of $30.75 per Share, without interest and less applicable withholding taxes, to the holders thereof, payablein cash (the “Offer Consideration”), upon the terms and subject to the conditions set forth in the Offer.

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you forthe account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that allquestions as to the validity, form, eligibility (including time of receipt), and acceptance for payment of any tender of Shares will be determined byPurchaser, in its sole discretion, which determination will be final and binding upon the tendering party.

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail withreturn receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to theExpiration Time (as defined in the Offer to Purchase). Dated:

Number of Shares to be Tendered: Shares*

Account Number: Signature(s):

Capacity**:

Name(s): (Please Print)



Taxpayer Identification Number (Social Security Number or Employer Identification Number):

* Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account.** Please provide full title if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person

acting in a fiduciary or representative capacity.

Please return this form to the brokerage firm or other nominee maintaining your account.

Exhibit (d)(2)

Stryker Corporation2825 Airview BoulevardKalamazoo, Michigan 49002Attention: Bryant Zanko

September 22, 2019

Vice President, Corporate Business Development

Dear Mr. Zanko:

In connection with your interest in a possible negotiated business combination (the “Possible Transaction”) with Wright Medical Group N.V., a Dutchpublic limited liability company (the “Company”), you have requested that the Company or the Company Representatives (as defined below) furnish you oryour Representatives (as defined below) with certain information relating to the Company, its subsidiaries and divisions or the Possible Transaction.

All information (whether written or oral) furnished on or after the date hereof by the Company or its directors, officers, employees, subsidiaries orrepresentatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, the “Company Representatives”) to you(to include, as applicable when used in this letter agreement, your directors, officers and employees) or your financial advisors, debt financing sources,attorneys, accountants or other agents or advisors (collectively, “your Representatives”) and all analyses, compilations, forecasts, financial projections,studies or other information prepared by you or your Representatives to the extent that they contain, are based on, or otherwise reflect any such informationis hereinafter referred to as the “Information.” The term “Restricted Information” shall mean information that the Company specifically identifies as such,which will generally include that subset of the Information which contains, discusses, or pertains to competitively-sensitive information of the Companyand its subsidiaries and divisions, including, without limitation, information with respect to profit margins, price lists, unannounced prices, customer andsupplier lists, customer contracts, purchase orders, statements of work, proposals, plans to increase or reduce production, plans to enter or leave a product orgeographic markets, forecasts, financial projections, purchasing patterns and pricing, supply arrangements, strategic alliances, promotional plans,advertising plans and any other information that the Company or the Company Representatives consider to be competitively sensitive.

Stryker CorporationSeptember 22, 2019Page 2 of 10

The Information may be contained in any written, oral or electronic form or media, and will include, without limitation, any writing, letter,presentation, memorandum (internal or otherwise), facsimile, tape, disk drive, diskette, CD-ROM, e-mail transmission or other recording ormemorialization, chart, graph, blueprint, floor plan, picture, financial statements or other data compilation.

The term Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by you oryour Representatives in violation of this letter agreement, (ii) is or becomes available to you or your Representatives on a nonconfidential basis from asource (other than the Company or the Company Representatives) not known to you or your Representatives, after reasonable inquiry, to be prohibited fromdisclosing such information to you or your Representatives by a legal, contractual or fiduciary obligation, (iii) was within your or your Representatives’possession prior to when it was furnished to you or your Representatives by or on behalf of the Company, provided that the source of such information wasnot known to you or your Representatives, after reasonable inquiry, to be prohibited from disclosing such information to you by a legal, contractual orfiduciary obligation, or (iv) was independently discovered, invented or developed by you or your Representatives without the use of the Information.Notwithstanding anything to the contrary contained herein, “your Representative” shall not include any person who is a customer or supplier of theCompany’s products, or who serves as a director or officer of either of the foregoing. The term “person” as used in this letter agreement will be interpretedbroadly to include any corporation, company, group, partnership or other entity or individual.

Accordingly, the parties to this letter agreement hereby agree that:

1. You and your Representatives (i) will keep the Information confidential and will not (except as required by applicable law, regulation or legalprocess, and only after compliance with paragraph 3 below), without the prior written consent of the Company, disclose any Information in anymanner whatsoever, in whole or in part, (ii) will not use any Information other than in connection with the Possible Transaction; provided, however,that you may reveal the Information or portions thereof to your Representatives (a) who need to know the Information for the purpose of evaluating,formulating, pursuing, implementing, financing or consummating the Possible Transaction, (b) who are informed by you of the confidential nature ofthe Information, and (c) who have been directed to observe the terms of this letter agreement. Notwithstanding the foregoing or anything to thecontrary contained in this letter agreement, you understand and agree that Restricted Information will be provided only to your outside attorneys,economists or to your own employees who (i) do not have any direct role in the sales, marketing, or pricing of products which compete with productsor services offered by the Company and its subsidiaries and (ii) need to know such information for purposes of conducting due diligence with respectto, or otherwise


evaluating, formulating, pursuing, implementing, financing or consummating the Possible Transaction; provided that Restricted Information may beprovided to your other Representatives to the extent that such Restricted Information is (x) sufficiently summarized, aggregated, or anonymized bysuch outside attorneys, economists or employees so that it does not convey any Restricted Information in a manner or in substance that defeats theessential purpose of protecting the Restricted Information, (y) provided only to your executives, directors, in-house lawyers, and employees engagedin evaluating, formulating, pursuing, implementing, financing or consummating the Possible Transaction and (z) is used solely for the purpose ofevaluating, formulating, pursuing, implementing, financing or consummating the Possible Transaction in compliance with this letter agreement. Eachparty to this letter agreement will be liable for any actions by its Representatives (including, without limitation, any Representatives who subsequentto the date hereof become its former Representatives) which would constitute a breach of this letter agreement, and each party to this letter agreementagrees, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of theInformation in breach of the terms hereof. Each party to this letter agreement agrees to immediately notify the other if it has knowledge of a breach ofany provision of this letter agreement by it or any of its Representatives, and it and its Representatives will cooperate with the other to prevent furtherprohibited or unauthorized disclosure, or in your case, use of the Information, in breach of the terms hereof.

You agree that neither you nor any of your Representatives on your behalf will, without the prior written consent of the Company, enter into anyexclusivity, lock-up or other similar agreement, which would reasonably be expected to restrict or otherwise impair the ability of a debt financingsource to provide debt financing to any other party with respect to the Possible Transaction or any transaction or series of transactions that could be analternative to the Possible Transaction.

2. Without the prior written consent of the other, neither party to this letter agreement nor any of its Representatives will (except as required byapplicable law, regulation, or legal process, or as requested by a self-regulatory organization, and only after compliance with paragraph 3 below,mutatis mutandis as applied to the Company and the Company Representatives), disclose to any person (other than such party and its Representatives)the fact that the Information has been made available to you or your Representatives, that you are considering the Possible Transaction, or thatdiscussions or negotiations between the parties to this letter agreement or their Representatives are taking or have taken place concerning the PossibleTransaction or any term, condition or other fact relating to such discussions or negotiations.

Stryker CorporationSeptember 22, 2019Page 4 of 10 3. In the event that you or any of your Representatives are requested pursuant to, or required by, applicable law, regulation or legal process, or are

requested by a self-regulatory organization, to disclose any of the Information, you will notify the Company promptly so that the Company may seekan appropriate protective order or other appropriate remedy or, in the Company’s sole discretion, waive compliance with the terms of this letteragreement (and if the Company seeks such an order, you will provide such cooperation, at our expense, as the Company reasonably requests). In theevent that no such protective order or other remedy is obtained or that the Company waives compliance with the terms of this letter agreement andthat you or any of your Representatives are nonetheless legally compelled, requested or required to disclose such Information, you or yourRepresentatives, as the case may be, will furnish only that portion of the Information which you are advised by your outside counsel is legallyrequired and will give the Company written notice of the Information to be disclosed as far in advance as practicable and exercise all reasonableefforts, at our expense, to obtain reliable assurance that confidential treatment will be accorded the Information.

4. At any time upon the request of the Company or any of the Company Representatives, you will (i) promptly, as directed by the Company, either

destroy or deliver to the Company all tangible Information that you or any of your Representatives possess or control, and (ii) not retain any tangiblecopies, extracts or other reproductions in whole or in part of such tangible material. Upon request, you will confirm for the Company in writing thatall such material has been so delivered or destroyed. Notwithstanding the delivery or destruction of the materials required by this paragraph, unlessotherwise provided for in this letter agreement, all duties and obligations existing under this letter agreement (including with respect to any oralInformation) will remain in full force and effect. Notwithstanding the foregoing, you and your Representatives will be permitted to retain Informationto the extent required to comply with applicable law or you or your Representatives’ bona fide document retention policies, and in no event shall youor any of your Representatives be required to return or destroy any Information that is automatically created or saved as a result of ordinary coursecomputer or other archival backup procedures; provided that you and your Representatives shall continue to be bound by the obligations ofconfidentiality hereunder with respect to any retained Information.

5. You acknowledge that neither the Company nor any of the Company Representatives, nor any of the Company’s or the Company Representatives’

respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the“Exchange Act”), make any representation or warranty, express or implied, as to the accuracy or completeness of the Information, and you agree thatno such person will have any liability relating to the Information or for any errors therein or omissions


therefrom. You further agree that you are not entitled to rely on the accuracy or completeness of the Information and that you will be entitled to relysolely on such representations and warranties as may be included in any definitive agreement with respect to the Possible Transaction, when, as and ifexecuted, and subject to such limitations and restrictions as may be contained therein. For purposes of this letter agreement, a “definitive agreement”does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral acceptance of an offeror bid.

6. You agree that, for a period of twelve (12) months following the date hereof (the “Standstill Period”), neither you nor your controlled affiliates will,directly or indirectly, without the prior written consent of the Board of Directors of the Company:

(i) acquire, agree to acquire, propose or offer to acquire any securities or, other than products acquired in the ordinary course of business, assets

of the Company or any of its subsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any suchsecurities, or any other right to acquire such securities or assets, or any synthetic or derivative instrument related thereto;

(ii) make, or in any way participate or engage in, any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and

Exchange Commission promulgated pursuant to Section 14 of the Exchange Act, or seek to advise or influence any person with respect to thevoting of, any voting securities of the Company;

(iii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any votingsecurities of the Company;

(iv) propose, publicly or to any Company stockholder, any business combination, restructuring, recapitalization or similar transaction involvingthe Company or any of its subsidiaries;

(v) seek, alone or in concert with others, to control or change the Board of Directors of the Company;

(vi) nominate any person as a director of the Company; or propose any matter to be voted upon by the stockholders of the Company;

(vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company;

Stryker CorporationSeptember 22, 2019Page 6 of 10 (viii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or

(ix) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons other than yourRepresentatives in connection with the foregoing.

You further agree that during the Standstill Period neither you nor your Representatives will, directly or indirectly, without the prior written consentof the Company, (x) make any request directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) other than bymeans of a confidential communication to the Company’s Chief Executive Officer, or (y) take any action that would reasonably be expected torequire the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transactiondescribed in this paragraph. Notwithstanding the foregoing, nothing in this letter agreement shall limit your ability to make confidential proposals tothe Company’s Chief Executive Officer or Board of Directors regarding a Possible Transaction. Notwithstanding anything to the contrary in this letteragreement, the limitations in this paragraph 6 shall be inoperative and of no further force or effect upon (A) the Company entering into a definitiveagreement contemplating a transaction or series of related transactions pursuant to which (x) the Company’s stockholders immediately prior to thetransaction will own less than 50% of the voting securities of the Company (or surviving parent entity) immediately following the transaction or seriesof related transactions or (y) the Company’s assets will be sold or disposed of in a transaction that requires the approval of the Company’sstockholders or (B) the commencement by any person of a tender or exchange offer seeking to acquire beneficial ownership of more than 50% of theCompany’s outstanding voting securities and the Company’s Board of Directors fails to recommend that its stockholders reject such tender orexchange offer within 10 business days after the commencement of such tender or exchange offer or thereafter withdraws or qualifies therecommendation that its stockholders reject such tender or exchange offer. In the event that the limitations in this paragraph 6 expire or terminate, noother restrictions of this letter agreement shall prevent you (a) from using the Information to formulate, pursue, implement, finance or consummate(publicly or otherwise) a transaction involving the Company, its securities or assets or (b) from publicly disclosing the history of negotiations betweenthe parties or the Information to the extent you determine is reasonably necessary to comply with applicable laws or regulations (including applicablefederal securities law disclosure obligations) in connection with any such transaction.


You hereby acknowledge that you are aware, and that you will advise your Representatives who receive any Information, that the United Statessecurities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of suchissuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which itis reasonably foreseeable that such person is likely to purchase or sell such securities.

7. You acknowledge and agree that (a) the Company and the Company Representatives are free to conduct the process relating to the PossibleTransaction as the Company and the Company Representatives, in the Company’s sole discretion, determine (including, without limitation, conductof the due diligence process, negotiating with any prospective counter-party and entering into a preliminary or definitive agreement to effect atransaction without prior notice to you or any other person) and (b) the Company reserves the right, in its sole discretion, to change the proceduresrelating to the Company’s consideration of a transaction at any time without prior notice to you or any other person, to reject any and all proposalsmade by you or any of your Representatives with respect to the Possible Transaction and to terminate discussions and negotiations with you at anytime and for any reason. Each party to this letter agreement acknowledges and agrees that unless and until a written definitive agreement concerningthe Possible Transaction has been executed by the parties, neither party to this letter agreement nor any of its Representatives (nor any of its or theirrespective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Exchange Act) will have any liabilityto the other with respect to the Possible Transaction or, except for the matters specifically agreed to in this letter agreement, any obligation of anykind whatsoever with respect to the Possible Transaction, whether by virtue of this letter agreement, any other written or oral expression with respectto the Possible Transaction or otherwise.

8. Each party to this letter agreement acknowledges that remedies at law may be inadequate to protect the other against any actual or threatened breachof this letter agreement by it or its Representatives, and, without prejudice to any other rights and remedies otherwise available to the other, it agreesto the granting of specific performance and injunctive or other equitable relief in the other’s favor without proof of actual damages and it furtheragrees to waive, and to use all reasonable efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond inconnection with any such remedy. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that a partyto this letter agreement or any of its Representatives breached this letter agreement, then such party will reimburse the other for its costs and expenses(including, without limitation, reasonable legal fees and expenses) incurred in connection with all such litigation.

Stryker CorporationSeptember 22, 2019Page 8 of 10 9. Each party to this letter agreement agrees that no failure or delay by the other or any of the other’s Representatives in exercising any right hereunder

will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of anyright hereunder. This letter agreement shall not be construed as an election of any remedies by a party to this letter agreement, and each such partyretains all rights available to it, whether pursuant to this letter agreement, pursuant to such statutory and/or common laws, or otherwise.

11. Except as otherwise expressly provided herein, this letter agreement shall remain in effect for a period of two (2) years from the date hereof.

12. This letter agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the conflictof laws principles thereof to the extent that such principles would direct a matter to another jurisdiction. Each party hereto agrees that it shall bringany action or proceeding in respect of any claim arising out of or related to this letter agreement exclusively in the courts of the State of Delaware andthe Federal courts of the United States of America located in the State of Delaware and irrevocably submits to the exclusive jurisdiction of suchcourts.

13. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns; provided,however, that no obligation under this letter agreement may be assigned except as expressly provided herein, it being understood that the Company’srights hereunder may be assigned by the Company in connection with the Possible Transaction to an acquirer of the Company; provided furtherhowever, that despite any such assignment, both the Company and its assignees shall continue to have all rights under this letter agreement withrespect to the Information.

14. This letter agreement contains the entire agreement between you and the Company concerning the subject matter hereof, and no provision of thisletter agreement may be waived, amended or modified, in whole or in part, nor any consent given, unless approved in writing by a duly authorizedrepresentative of the applicable party to this letter agreement, which writing specifically refers to this letter agreement and the provision so amendedor modified or for which such waiver or consent is given. In the event that any provision of this letter agreement is deemed invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions of this letter agreement will not in any way be affected or impairedthereby.

15. The Company understands that you, as the party receiving Information, may currently or in the future be developing information internally, orreceiving information from others, that may be similar to the Information. Nothing in this letter agreement shall limit your research and/ordevelopment plans or programs provided that you do not use the Information in violation of the terms of this letter agreement. Nothing in this letteragreement shall be construed as a representation


or inference that you shall not develop products or services or have products or services developed or enter into any future agreements with thirdparties regarding products or services that compete with the products or services contemplated by the Information provided you do not violate theterms of this letter agreement.

Notwithstanding anything in this letter agreement to the contrary, each party to this letter agreement understands and agrees that neither the Companynor any of its Representatives will disclose any trade secret, know-how, unpublished patent application or other similar early stage intellectualproperty to you or your Representatives unless and until you and the Company mutually agree that the discussions between them have reached a stagewhere such disclosure is appropriate and a separate written confidentiality agreement or addendum to this letter agreement has been negotiated andexecuted.


Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.

Very truly yours,

WRIGHT MEDICAL GROUP N.V. By: /s/ Jason AsperName: Jason AsperTitle: SVP, Chief Digital Officer

Accepted and agreed to asof the date first written above:

STRYKER CORPORATION

By: /s/ Bryant S. ZankoName: Bryant S. ZankoTitle: VP, Corporate Business Development

Documents

Wright Medical Group N.V....Wright Medical Group N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of the Netherlands registered with the