Wright Medical (NSDQ:WMGI) and Tornier (NSDQ:TRNX) said they inked a deal that would settle shareholder lawsuits filed to block their pending, $3.3 billion merger "solely to avoid the costs, risks and uncertainties inherent in litigation" and without admitting any liability.
Shareholders filed a trio of lawsuits in the Delaware Chancery Court after the erstwhile orthopedics rivals announced the merger of equals last October. Today the companies said they signed a memorandum of understanding, which the court must still approve, that would settle the case, which were consolidated into a single action, according to a regulatory filing.
The union is structured so that each WMGI share will be exchanged for 1.0309 TRNX shares, leaving Wright shareholders with about 52% ownership of the combined company. Memphis-based Wright pegged the deal’s value at about $3.3 billion, saying it represents a 28% premium on Tornier’s closing price on Oct. 24, 2014.
Wright Medical Group N.V. will be led by Wright president & CEO Robert Palmisano, who will have the same role at the combined company. Tornier president & CEO David Mowry will become executive vice president & COO,
Earlier this month the companies scheduled a set of meetings for June 18 so their shareholders can vote on the deal.
Wright has predicted a 2nd-half closing for the union, contingent on the sale of some Tornier assets to satisfy the U.S. Federal Trade Commission.