WMGI Wright Medical Group NV

UNITED STATES

SECURITIES 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)

(Amendment No. 16)

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 Officer

Stryker Corporation

2825 Airview Boulevard

Kalamazoo, 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 Drive

Chicago, Illinois 60606

+1 (312) 407-0700

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

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:

All information contained in the Offer to Purchase and the Letter of Transmittal, including all schedules thereto, is hereby incorporated by reference into all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 through 11.

Items 5, 6 and 11 of the Schedule TO are hereby amended and supplemented as follows:

The information set forth in Section 11 — “The Purchase Agreement; Other Agreements” of the Offer to Purchase is amended and supplemented to add the paragraphs set forth below:

The following summary descriptions of the offer letters with Patrick Fisher, Timothy Lanier, Kevin Smith and Steven Wallace and all other provisions of such offer letters discussed herein are qualified by reference to such offer letters, which have been filed as Exhibit (d)(3), Exhibit (d)(4), Exhibit (d)(5) and Exhibit (d)(6), respectively, to the Schedule TO filed with the SEC in connection with the Offer and are incorporated herein by reference. Shareholders and other interested parties should read the offer letters for a more complete description of the provisions summarized below.

On September 18, 2020, Stryker entered into an offer letter with Patrick Fisher, the Company’s President, Lower Extremities, to serve as Vice President/GM, Foot & Ankle of Stryker’s Trauma & Extremities division, beginning on, and subject to the occurrence of, the Closing. Under the terms of the offer letter, Mr. Fisher will receive an initial annual base salary of $380,000 and will be eligible to receive an annual performance bonus targeted at 55% of his annual base salary beginning in fiscal year 2021, which is consistent with his current salary and annual performance bonus. In addition, Stryker will recommend to its board of directors (or a duly authorized committee thereof) (the “Stryker Board”) that Mr. Fisher receive a long term equity incentive award during Stryker’s February 2021 grant cycle with a grant date value of approximately 100% of his annual base salary. In exchange for his agreement to terminate his current separation pay agreement with Wright Medical Group, Inc., Stryker will recommend to the Stryker Board’s compensation committee that Mr. Fisher receive an additional restricted stock unit grant in the target amount of $1,249,091 in total grant date fair value on or promptly following the date of the Closing (such date, the “Closing Date”, and such grant, the “Fisher One-Time RSU Grant”). 50% of the Fisher One-Time RSU Grant would be scheduled to vest on each of the first two anniversaries of the grant date, subject to Mr. Fisher’s continued employment through each such vesting date, provided that, if Mr. Fisher’s employment is terminated by Stryker without “cause” (which is defined in the offer letter) within two years following the Closing, the Fisher One-Time RSU Grant will vest in full at the time of such termination, subject to Mr. Fisher’s execution and non-revocation of a general release of claims. Mr. Fisher also is required to execute Stryker’s form of Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement for U.S. employees.

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On September 17, 2020, Stryker entered into an offer letter with Timothy Lanier, the Company’s President, Upper Extremities, to serve as Vice President/ GM, Upper Extremities of Stryker’s Trauma & Extremities division, beginning on, and subject to the occurrence of, the Closing. Under the terms of the offer letter, Mr. Lanier will receive an initial annual base salary of $400,400 and will be eligible to receive an annual performance bonus targeted at 55% of his annual base salary beginning in fiscal year 2021, which is consistent with his current salary and annual performance bonus. In addition, Stryker will recommend to the Stryker Board that Mr. Lanier receive a long term equity incentive award during Stryker’s February 2021 grant cycle with a grant date value of approximately 100% of his annual base salary. In exchange for his agreement to terminate his current separation pay agreement with Wright Medical Group, Inc., Stryker will recommend to the Stryker Board’s compensation committee that Mr. Lanier receive an additional restricted stock unit grant in the target amount of $1,312,331 in total grant date fair value on or promptly following the Closing Date (“Lanier One-Time RSU Grant”). 50% of the Lanier One-Time RSU Grant is scheduled to vest on each of the first two anniversaries of the grant date, subject to Mr. Lanier’s continued employment through each such vesting date, provided that, if Mr. Lanier’s employment is terminated by Stryker without “cause” (which is defined in the offer letter) within two years following the Closing, the Lanier One-Time RSU Grant will vest in full at the time of such termination, subject to Mr. Lanier’s execution and non-revocation of a general release of claims. Mr. Lanier also is required to execute Stryker’s form of Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement for U.S. employees.

On September 16, 2020, Stryker entered into an offer letter with Kevin Smith, the Company’s Senior Vice President, Quality & Regulatory, to serve as Vice President, Clinical Quality and Regulatory of Stryker’s Trauma & Extremities division, beginning on, and subject to the occurrence of, the Closing. Under the terms of the offer letter, Mr. Smith will receive an initial annual base salary of $340,000 and will be eligible to receive an annual performance bonus targeted at 45% of his annual base salary beginning in fiscal year 2021, which is consistent with his current salary and annual performance bonus. In addition, Stryker will recommend to the Stryker Board that Mr. Smith receive a long term equity incentive award during Stryker’s February 2021 grant cycle with a grant date value of approximately 100% of his annual base salary. In exchange for his agreement to terminate his current separation pay agreement with Wright Medical Group, Inc., Stryker will recommend to the Stryker Board’s compensation committee that Mr. Smith receive an additional restricted stock unit grant in the target amount of $1,057,091 in total grant date fair value on or promptly following the Closing Date (“Smith One-Time RSU Grant”). 50% of the Smith One-Time RSU Grant is scheduled to vest on each of the first two anniversaries of the grant date, subject to Mr. Smith’s continued employment through each such vesting date, provided that, if Mr. Smith’s employment is terminated by Stryker without “cause” (which is defined in the offer letter) within two years following the Closing, the Smith One-Time RSU Grant will vest in full at the time of such termination, subject to Mr. Smith’s execution and non-revocation of a general release of claims. Mr. Smith also is required to execute Stryker’s form of Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement for U.S. employees.

On September 29, 2020, Stryker entered into an offer letter with Steven Wallace, the Company’s President, International, to serve as Vice President/ GM of Stryker’s Joint Replacement division, beginning on, and subject to the occurrence of, the Closing. Under the terms of the offer letter, Mr. Wallace will receive an initial annual base salary of $350,000 and will be eligible to receive an annual performance bonus targeted at 40% of his annual base salary beginning in fiscal year 2021. In addition, Stryker will recommend to the Stryker Board that Mr. Wallace receive a long term equity incentive award during Stryker’s February 2021 grant cycle with a grant date value of approximately 80% of his annual base salary. In exchange for his agreement to terminate his current separation pay agreement with Wright Medical Group, Inc., Stryker will recommend to the Stryker Board’s compensation committee that Mr. Wallace receive an additional payment in the target amount of $1,063,092, paid in two components: (a) a restricted stock unit grant in the target amount of $708,728 in total grant date fair value, on or promptly following the Closing Date (the “Wallace One-Time RSU Grant”) and (b) a one-time cash award in the gross amount of $354,364, paid on

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the first regular payroll date following the Closing but no later than thirty (30) calendar days following the Closing (the “Wallace Cash Award”). 50% of the Wallace One-Time RSU Grant is scheduled to vest on each of the first two anniversaries of the grant date, subject to Mr. Wallace’s continued employment through each such vesting date, provided that, if Mr. Wallace’s employment is terminated by Stryker without “cause” (which is defined in the offer letter) within two years following the Closing, the Wallace One-Time RSU Grant will vest in full at the time of such termination, subject to Mr. Wallace’s execution and non-revocation of a general release of claims. Moreover, if Mr. Wallace resigns or his employment with Stryker is terminated by Stryker for “cause” prior to the twelve month anniversary of the Closing, Stryker may recover 100% of the Wallace Cash Award, and if Mr. Wallace resigns or his employment with Stryker is terminated by Stryker for “cause” between the twelve month and twenty-fourth month anniversary of the Closing, Stryker may recover 50% of the Wallace Cash Award. Stryker will also recommend to its Board that Mr. Wallace be granted an additional restricted stock unit grant on the later of November 3, 2020 or the Closing, which will have a target grant date value of approximately $184,000 and will vest in three equal installments on each of the first three anniversaries of the grant date, subject to Mr. Wallace’s continued employment through each such vesting date. Stryker will also provide Mr. Wallace with certain expatriate benefits at the same level he held with Wright Medical Group, Inc., subject to changes in vendors or processes as determined by Stryker. Mr. Wallace also is required to execute Stryker’s form of Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement for U.S. employees.

The information set forth in Section 12 — “Purpose of the Offer; Plans for Wright” of the Offer to Purchase is amended as follows:

The first sentence of the final paragraph under the heading “Plans for Wright” is hereby amended and restated in its entirety to read as follows:

It is possible that, in addition to Patrick Fisher, Timothy Lanier, Kevin Smith and Steven Wallace, certain members of Wright’s current management team will enter into new employment arrangements with Wright, Stryker or their affiliates after the completion of the Offer and the transactions contemplated by the Purchase Agreement.

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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: October 21, 2020

Stryker B.V.

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