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
Inari Medical, Inc.
(Name of Subject Company (Issuer))
Eagle 1 Merger Sub, Inc.
(Name of Filing Person (Offeror))
A wholly owned subsidiary of
Stryker Corporation
(Name of Filing Person (Parent of Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45332Y109
(CUSIP Number of Class of Securities)
Robert S. Fletcher
Stryker Corporation
1941 Stryker Way
Portage, Michigan 49002
(269) 385-2600
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Seth H. Katz
Scott R. Williams
Sally Wagner Partin
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
(312) 853-7000
| ☐ | 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). |
Items 1 through 9 and Item 11.
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) relates to the offer by Eagle 1 Merger Sub, Inc., a Delaware corporation (“Offeror”) and a wholly owned subsidiary of Stryker Corporation, a Michigan corporation (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Inari Medical, Inc., a Delaware corporation (“Inari”), for $80.00 per Share, net to the seller in cash, without interest and subject to any applicable tax withholding (the “Offer Consideration”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 17, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and such Letter of Transmittal, together with the Offer to Purchase, the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I thereto) and the related Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, except as otherwise set forth below.
Item 10. Financial Statements.
Not applicable.
Item 12.
| Exhibit No. |
Description | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| 107* | Filing Fee Table. | |
| * | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: January 17, 2025 | ||
| EAGLE 1 MERGER SUB, INC. | ||
| By: | /s/ TINA S. FRENCH | |
| Name: Tina S. French | ||
| Title: Vice President and Corporate Secretary | ||
| STRYKER CORPORATION | ||
| By: | /s/ J. ANDREW PIERCE | |
| Name: J. Andrew Pierce | ||
| Title: Group President, MedSurg and Neurotechnology | ||