Stryker announces definitive agreement to acquire Entellus
Kalamazoo, Michigan - December 7, 2017 - Stryker Corporation (NYSE: SYK) announced today a definitive merger agreement to acquire Entellus Medical, Inc. (NASDAQ: ENTL) for $24.00 per share, or an equity value of approximately $662 million. Entellus is a high-growth global medical technology company focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of various ear, nose and throat (ENT) disease states. Founded in 2006, and headquartered in Plymouth, Minnesota, the company has a broad portfolio of ENT products, including the XprESS® Multi-Sinus Dilation System and the LATERA® Absorbable Nasal Implant, which are highly complementary to the existing ENT portfolio of Stryker's Instruments business.
"Entellus is a leader in the ENT segment and offers a comprehensive portfolio of products that enable physicians to conveniently and comfortably perform a broad range of ENT procedures," stated Timothy J. Scannell, Group President, MedSurg and Neurotechnology.
"The combination of Stryker's established commitment to making healthcare better and Entellus' innovative products within the ENT segment will continue to provide our customers the tools they need for cost effective solutions," said Robert White, CEO of Entellus. "I look forward to the additional progress we will make together."
The closing of this transaction is subject to approval by Entellus' stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction is expected to be dilutive to Stryker's 2018 adjusted net earnings per diluted share by approximately $0.04 and accretive thereafter.
Guggenheim Securities served as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as outside legal counsel for Stryker in connection with this transaction.
 Expected net earnings per diluted share attributable to Entellus for fiscal year 2018 are expected to be dilutive by approximately $0.17 assuming an effective tax rate of 38.0% and weighted average diluted shares outstanding of 382.1 million. The attributable impact to the Entellus acquisition on expected adjusted net earnings per diluted share excludes amortization of purchased intangible assets ($0.02 per share) and estimated costs related to other acquisition and integration-related matters ($0.11 per share).
This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: the failure to satisfy any of the closing conditions, including the receipt of any required regulatory approvals or approval by Entellus' stockholders of the merger; delays in consummating the merger; unexpected charges or expenses in connection with the acquisition of Entellus; weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products, including Entellus products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate acquisitions, including the acquisition of Entellus; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K.
Stryker is one of the world's leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.
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