Wright Medical, Tornier Shareholders OK Merger

The $3.3 billion deal still needs Federal Trade Commission approval.

Nancy Crotti

Shareholders of U.S. bone-implant maker Wright Medical Group Inc. (NSDQ:WMGI) and Dutch orthopedic device-manufacturer Tornier N.V. (NSDQ: TRNX) have approved the companies' merger, according to a joint statement.

The $3.3 billion transaction is expected to close in the third quarter of 2015, pending approval by the Federal Trade Commission. The U.S. antitrust watchdog delayed the process earlier this year, asking for more information. To satisfy the FTC, Tornier is also trying to divest certain U.S. lower-extremity product lines, the companies said.

On May 28, Tornier and Wright agreed to settle a consolidated shareholder lawsuit over the merger in Delaware Chancery court, according to an SEC filing.

If the merger is completed, Wright's existing shareholders will own 52% of the combined company, Wright Medical Group N.V., to be based in Amsterdam. Wright's U.S. headquarters, its lower extremities and biologics businesses will remain in Memphis, TN.

Wright specializes in foot and ankle devices, while Tornier focuses on devices for the shoulder, elbow, wrist, hand, ankle, and foot.

By relocating its headquarters to the Netherlands, Wright would follow in the footsteps of Medtronic, whose acquisition of Ireland-based Covidien has moved its headquarters to Dublin.  Wright will base its lower extremities and biologics business in its Memphis home base. The upper extremities business will be based at Tornier's Bloomington, MN, facility with its engineering in Warsaw, IN.

The merged companies would bestow new titles on some executives. Bob Palmisano, president and CEO of Wright, will assume the same role in the merged company. Tornier's president and CEO, David Mowry, will be senior vice president and chief operating officer.

Wright chief financial officer Lance Berry will also be a senior VP and be CFO for the merged organization. James Lightman, a senior VP, general counsel and secretary of Wright, will keep those roles.

The companies have said they plan to combine their boards of directors.

Nancy Crotti is a contributor to Qmed and MPMN.

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