What is the strategic rationale for the deal?

Wright brings a highly complementary product portfolio and customer base to Stryker’s trauma and extremities business. With global sales approaching $1 billion, Wright is a recognized leader in the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, which are among the fastest growing segments in orthopaedics.

Who is Stryker and why are they acquiring Wright?

Stryker is one of the world’s leading medical technology companies offering innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. With approximately 36,000 employees worldwide, Stryker had 2018 sales of $13.6 billion and has delivered 39 straight years of sales growth. Stryker was also named one of the 25 World’s Best Workplaces for the third consecutive year by Fortune, in partnership with Great Place to Work.

Why is Wright selling at this time?

We believe that Stryker’s offer represents compelling value for Wright’s shareholders and that the completed transaction will result in important benefits supporting long-term growth and providing value for our customers, their patients and our employees.

What are the deal terms?

Stryker has agreed to acquire Wright in an all-cash transaction with a total equity value of approximately $4.7 billion, including the value of convertible notes, and a total enterprise value of approximately $5.4 billion.

What are the transition plans? What is the timeline for combining the business operations of both companies?

A transition planning process is underway to determine the path forward and ensure a successful Day One. We are highly focused on ensuring that no business momentum is lost during the transition period. Until the transaction closes, Wright and Stryker must operate as two separate companies. A management team comprised of members from both companies will carefully plan so there will be a smooth transition when the transaction closes.

Will more information be available for the transaction?

Stryker will be filing a Tender Offer Statement on Schedule TO and Wright will be filing a Solicitation/Recommendation Statement on Schedule 14D-9 in the coming weeks. Wright also intends to file a proxy statement in connection with an extraordinary general meeting of shareholders of Wright, at which the Wright shareholders will vote on certain proposed resolutions in connection with the transaction. These documents will provide more information on the transaction.

Will I have a job? Will there be any reduction-in-force because of the transaction?

Until the transaction closes, it is business as usual.

Will this affect my employment contract or compensation?

At this time, there are no immediate changes to your contract or compensation. Leadership and the dedicated integration teams will be focused on developing integration plans addressing many important questions, such as this one.

What will happen to the Wright base pay, bonus and benefits (including health and welfare, paid time off, retirement, etc)? Any immediate changes? Changes after the transaction closes?

Prior to close of the transaction, no changes due the transaction are anticipated. Both companies are committed to providing a competitive compensation and benefits package that will allow them to continue to attract and retain great talent. This has been a keystone of success at both organizations. Stryker recognizes the value that Wright employees bring. A comprehensive Total Rewards analysis will be conducted and as the closing of the transaction approaches, more information will be communicated to Wright employees as to the integration and transition of benefit plans and offerings.

What will happen to my PTO after the close of the acquisition?

The current PTO Policy will stay as is through the close of the acquisition. More information on after close benefits will be communicated prior to the close.

Will the employee Incentive Bonus Plan change after the close of the acquisition?

The employee Incentive Bonus Plan will stay as is communicated by Wright through the close of the acquisition. More information on after-close incentive bonus plans will be communicated prior to or right after the close.

Will employment tenure at Wright be recognized by Stryker?

Yes, eligible service with Wright including prior service with predecessor employers where such prior service is recognized by Wright, will be recognized by Stryker for purposes of vacation and certain other benefit plans and programs.

What happens if my employment is terminated prior to the close of the transaction?

For terminations prior to close of the transaction, the conditions for termination currently in place by Wright at that time prevail.

Will Wright stay in its current locations? Will employees from Stryker move to Wright?

It is expected that Wright will remain in its current locations until closing. Stryker may consider moving employees from other sites into Wright as part of the integration plan.

When will we hear about the new Senior Leadership Team and where will they be located?

Until the transaction closes, Wright and Stryker will continue to operate separately. Until the transaction is completed, Wright expects no significant change in its existing operations. Each company will operate independently until the acquisition closes.

Is my manager changing today?

No. Today, current reporting relationships will stay the same; you will continue to report to your current manager unless you are notified otherwise.

Is the success of the planned acquisition based on synergies? If so, what are the synergy plans?

This is a complementary transaction that is based on growth. However, once we finalize the business strategy of the combined company, there will likely be certain operational overlaps and opportunities to drive operational efficiencies.

Prior to the close, should I do anything different in my job?

No. It is business as usual.

Prior to close, how should I interact with Stryker employees?

Before close, you should treat Stryker employees as you would any other person at another company. You must not share confidential or proprietary information and should continue to compete as normal in the market.

What happens to our stock options, restricted stock units and performance stock units?

Until the proposed transaction closes, equity awards generally continue to vest according to their terms. Unexercised options that are in-the-money, both vested and unvested, will fully vest at close and be canceled in exchange for a cash payment. All unvested Restricted Stock Units and Performance Share Units will vest at close and be canceled in exchange for a cash payment as well. As we get closer to the closing date, employees with vested and unvested equity positions will be contacted with additional details on how these awards will be treated under the terms of the transaction.

How and when will we determine our 2019 Incentive plan payout?

Our previously established 2019 incentive plan will remain in place.

How will we determine 2020 incentive plan metrics?

Similar to years past, we will determine the set of metrics that will define our incentive plan when we enter 2020.

What happens to our Vital Few initiatives?

This proposed transaction will have no impact on our previously established vital few initiatives.

Who can I go to with questions related to Human Resources?

Please continue to use your current contacts for HR-related questions such as benefits, policies, time off plans, and disability. You can also contact your supervisor or find human resources information on your intranet site.

Will the integration affect the employee stock purchase plan?

There will be no changes to existing employee stock purchase programs through the end of the current offering period ending December 31, 2019, after which further offering periods will not commence.

Will the performance management process change?

Until the transaction is closed, the process for managing performance will remain the same. Please continue to deliver on your individual goals identified during the annual goal-setting process.

Will the current educational assistance program at Wright be impacted?

Until the transaction is closed, there are no changes anticipated to the educational assistance program in place. Following the close, any changes will be communicated as they become available.

Will my pension/retirement/401(k) program be affected?

Until the transaction is closed, there are no changes anticipated to existing pension/ retirement programs (including 401(k) plans in the U.S.). Following the close, any changes will be communicated as they become available.

I am a hiring manager and have an open position on my team. Should I still fill this position?

Current restrictions on hiring already exist, so please review your openings with your local HR and leadership team for further direction.

Is there any change to severance practices through the transition period?

Until the transaction is closed, no changes are expected to the existing severance practices. Following the close, any changes will be communicated as they become available.

Will I need to relocate?

Until the transaction is closed, no changes to location are anticipated. Following the close, any changes will be communicated as they become available.

Who will I report to? Will my sales VP/Director/Manager change?

It is business as usual for our distribution network and for our surgeons.

Does Stryker offer training and professional development opportunities?

Stryker offers robust and comprehensive training and professional development programs. They have been recognized numerous times as one of the World’s Best Places to Work.

Are there other possible career opportunities for Wright employees at Stryker?

Stryker is a medical technology industry leader with approximately 36,000 employees worldwide—which means that there are many great opportunities for career advancement around the globe.

How will Wright notify our customers, suppliers and distributors?

Wright will be sending a letter to customers, distributors and suppliers to notify them about the transaction.

What should Wright Customer Service tell callers who ask about the transaction?

General callers: “Wright Medical and Stryker have agreed to merge, creating the premier X company. A press release has been issued regarding the transaction and is posted on the Wright website. How may I direct your call?”

What should I do if someone from the news media or investment community contacts me?

Please do not make any comment and direct these inquiries to Julie Dewey, at julie.dewey@wright.com or 901-290-5817.

What should I do if I have questions?

Please contact your direct manager and/or your HR contact. Alternatively, Wright employees can email general questions relating to this transaction to Julie Dewey at julie.dewey@wright.com or HR-related questions to Drew Morton at drew.morton@wright.com. Best efforts will be made to answer questions in a timely and informative manner.

Will my territory or quota change?

Until the transaction closes, it is business as usual for our sales and distribution network. It is imperative that we maintain our high levels of customer service.

What should we expect about the sales force organization structure?

Until the proposed transaction closes, it is business as usual. The most important thing is having the right people in the right positions to grow our business and provide high-quality service to our customers. We will continue to invest in sales training and expand our offerings to allow for personal and professional development of all our dedicated sales professionals. Prior to the close of the transaction, an integration team will be working to identify how to best leverage each company’s strengths and bring our companies together.

How will this transaction affect Wright’s relationship with its customers?

This transaction should help Wright to better meet the needs of its customers and help customers to have even more choices in the treatment of their patients. Stryker’s strategy is to offer broad and technologically advanced product lines to treat extremities.

What changes are taking place at Wright and how will I (customers/ distributors) be affected by this transaction?

We want to reassure you that both Wright and Stryker are committed to providing a seamless integration, and that our primary focus is to ensure that you continue to receive the same level of high-quality service from committed team members.

Do I still deal with Wright or with Stryker?

It is business as usual for our distribution network and for our surgeons. It is important that this transaction does not disrupt our business and our surgeons’ practice. Until the transaction closes, there are no changes to how we do business.

Will the sales territories or regions change at Wright?

In the short term after we complete the closing of the transaction, we do not expect any changes. As we integrate our sales organizations, it is imperative that we maintain our high levels of customer service and handle these situations professionally as we work through any issues.

Who will be my account manager/ customer service representative?

Your current account managers and customer service reps are not expected to be changing through the transition period.

How will I place my orders?

The way you place orders will not change. Both Wright and Stryker will work with your organization to determine any potential changes after Day One.

How will I submit a rebate or a charge-back?

Please continue to submit charge-backs and rebates the way you do today through the end of the transition period. We will communicate any potential post-Day One changes.

How will I be invoiced?

You will receive invoices as you do today. Both Wright and Stryker will work with your organization to determine how invoices will be presented after Day One.

How will I return product?

Return product as you do today. Any potential changes will be communicated prior to enforcing the aligned policies.

Will my price/contract change?

No, prices are not expected to change solely as a result of the integration. Prices will continue to be driven by the market. In addition, through the transition period, no changes are expected to the current terms and conditions specified in your existing contract with Wright.

Will the product look different?

For the time being, product labels will remain the same. In time, labels may change to reflect the integration through a phased approach with some products changing before others spread out over time. Any changes planned for post-Day One will be communicated prior to any them taking place.

Will products continued to be manufactured in the U.S.?

Yes. All products will be manufactured in the same manner that they have been in the past. We are not changing our production facilities during this transition period. Any potential changes planned for Day One will be communicated as soon as possible.

Will shipping/ product delivery times be changing?

Products will be shipped in the same manner that they have in the past. We are not changing our shipping process during this transition period.

How long will the transition period last?

Wright and Stryker are committed to minimizing disruption to customers during the integration process. While the exact date for the completion of the transition process is not known, we expect the deal to close at the end of 2020. We will share information as we are able throughout this process.

Do you anticipate any challenges during the transition period?

Wright and Stryker are working together to ensure that the integration is not disruptive to customers. If you have any concerns, please contact your existing Account Manager or Customer Service contact at Wright.

Will distributors be getting both Stryker and Wright lines?

As we go through the integration planning, we will update you. It is important that this transaction does not disrupt our business and our surgeons’ practice.

What changes are taking place at Wright and how will I (vendors/suppliers) be affected by this transaction?

Both Wright and Stryker are publicly traded medical device companies focused on providing solutions for the Orthopaedic market.

Will my contract change? Can we set up a meeting to renegotiate existing contracts?

No changes are expected to the current terms and conditions specified on your existing contact with Wright during the transition period prior to the close. Through the transition period, contract renegotiation will likely not be required as the business will operate per usual. After the deal closes, both companies will work with you through your existing sales contact to review existing contracts and establish new or cloned contracts as necessary.

Will there be any change to my current contact person at Wright?

Your current contacts at Wright are not expected to change during the transition period. You will be able to communicate and work with them in the same way as in the past.

Will there be any changes to payment processes?

There will be no changes to payment of invoices during the transition period. Any potential post-Day One changes will be communicated as this information becomes available.

How do I go about establishing a new relationship with Stryker moving forward?

After the deal is closed on Day One, you will have the opportunity to establish future strategic relationships with the combined company. In the meantime, please continue to work through your existing sales contacts.

Can I get a comprehensive list of facilities, locations, and contacts?

We are unable to share a comprehensive list of our facilities, locations or contacts.