Proxy Statement - Merger or Acquistion (definitive) (defm14a)

Share Name	Share Symbol	Market	Type
Symmetry Surgical Inc.	NASDAQ:SSRG	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	13.18	12.95	13.17				0	01:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Symmetry Surgical Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☐	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☒	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

(SYMMETRY SURGICAL LOGO)

Dear Fellow Stockholder:

May 31, 2016

You are cordially invited to attend Symmetry Surgical Inc.’s 2016 Special Meeting of Stockholders. The meeting will be held at 9:00 AM M.D.T. on July 1, 2016 at Salt Lake Marriott Downtown at City Creek, 75 South West Temple, Salt Lake City, Utah 84101. At the special meeting you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of May 2, 2016, which we refer to as the merger agreement, among Symmetry Surgical Inc., which we refer to as the Company or Symmetry, Symmetry Surgical Holdings, Inc., which we refer to as Parent, and Symmetry Acquisition Corp, Inc. (a wholly-owned subsidiary of Parent), which we refer to as Merger Sub. Parent is a newly incorporated company that is owned by RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Symmetry, which we refer to as the merger, and Symmetry will become a wholly-owned subsidiary of Parent. At the special meeting, you will also be asked to consider and vote upon a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $13.10 in cash, without interest, for each share of Symmetry’s common stock you own (unless you have properly exercised your appraisal rights with respect to such shares), which represents a premium of (i) approximately 26% to Symmetry’s closing stock price on May 2, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, and (ii) approximately 39% over the volume weighted average share price of Symmetry’s common stock during the six months ended May 2, 2016.

Symmetry’s Board of Directors, after considering the reasons more fully described in the enclosed proxy statement, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Symmetry and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board of Directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of our Board of Directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Symmetry from documents we file with the United States (“U.S.”) Securities and Exchange Commission, which we refer to as the SEC, from time to time. They are available at www.symmetrysurgical.com under the “Investor Relations” tab.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the merger unless a quorum is present and the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. The failure of any stockholder of record to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” both proposals.

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor, Okapi Partners LLC, at 1212 Avenue of the Americas, 24 ^th Floor, New York, New York 10036, or by calling (877) 274-8654 toll-free.

On behalf of our Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

/s/ Craig B. Reynolds
Craig B. Reynolds Chairman

May 31, 2016

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated May 31, 2016 and, together with the enclosed form of proxy card, is first being mailed to Symmetry’s stockholders as of May 31, 2016.

SYMMETRY SURGICAL INC.

3034 Owen Dr.

Antioch, TN 37013

Telephone: (615) 964-5520

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held on July 1, 2016

Notice is hereby given that a special meeting of the stockholders of Symmetry Surgical Inc., which we refer to as the Company or Symmetry, will be held on July 1, 2016, beginning at 9:00 AM M.D.T. at Salt Lake Marriott Downtown at City Creek, 75 South West Temple, Salt Lake City, Utah 84101 for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of May 2, 2016, which we refer to as the merger agreement, among Symmetry, Symmetry Surgical Holdings, Inc., which we refer to as Parent, and Symmetry Acquisition Corp, Inc., which we refer to as Merger Sub. Parent is a newly incorporated company that is owned by RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Symmetry, which we refer to as the merger, and Symmetry will become a wholly-owned subsidiary of Parent. A copy of the merger agreement is attached as Annex A to the proxy statement accompanying this notice.

2. To consider and vote on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

3. To transact any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is required to approve the proposal to adopt the merger agreement. The affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of our common stock entitled to vote, present and voting, in person or represented by proxy at the special meeting, is required to approve the proposal to approve one or more adjournments of the special meeting. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. Abstentions will have the same effect as a vote “ AGAINST ” both proposals.

Only stockholders of record as of the close of business on May 27, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. On that date there were 10,740,184 shares outstanding and each share is entitled to one vote. A list of stockholders entitled to vote at the special meeting will be available at our offices located at 3034 Owen Drive, Antioch, Tennessee 37013 during regular business hours for a period of at least 10 days before the special meeting and at the place of the special meeting during the special meeting.

Stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of Symmetry common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements under Delaware law, which are summarized herein and reproduced in their entirety in Annex C to the accompanying proxy statement.

The Board of Directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “FOR” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

By Order of the Board of Directors,

/s/ David C. Milne
David C. Milne Chief Administrative Officer, SVP, General Counsel, Corporate Secretary and Chief Compliance Officer

May 31, 2016

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

You may revoke your proxy or change your vote at any time before the special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone, or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the special meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into it, and its annexes, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor, Okapi Partners LLC, at 1212 Avenue of the Americas, 24 ^th Floor, New York, New York 10036, or by calling (877) 274-8654 toll-free.

TABLE OF CONTENTS

	Page
SUMMARY	9
Parties Involved in the Merger	9
Certain Effects of the Merger on Symmetry	10
Effect on Symmetry if the Merger is Not Completed	10
Merger Consideration	10
The Special Meeting	11
Recommendation of Our Board of Directors and Reasons for the Merger	13
Opinion of Stifel, Nicolaus & Company, Incorporated	13
Financing of the Merger	13
Treatment of Equity and Equity-Based Awards	13
Employee Benefits	14
Interests of Symmetry’s Directors and Executive Officers in the Merger	15
Appraisal Rights	15
U.S. Federal Income Tax Consequences of the Merger	15
Regulatory Approvals Required for the Merger	16
No Solicitation	16
Adverse Recommendation Changes	18
Conditions to the Closing of the Merger	20
Termination of the Merger Agreement	21
Termination Fee	23
Expense Reimbursement	24
Specific Performance	24
Fees and Expenses	24
Market Prices and Dividend Data	24
QUESTIONS AND ANSWERS REGARDING THE MERGER, MERGER AGREEMENT AND SPECIAL MEETING	25
FORWARD-LOOKING STATEMENTS	33
THE SPECIAL MEETING	35
Date, Time and Place	35
Purpose of the Special Meeting	35
Record Date; Shares Entitled to Vote; Quorum	35
Vote Required; Abstentions and Broker Non-Votes	35
Shares Held by Symmetry’s Directors and Executive Officers	36
Voting of Proxies	36
Revocability of Proxies	37
Board of Directors’ Recommendation	37
Solicitation of Proxies	37
Anticipated Date of Completion of the Merger	38
Rights of Stockholders Who Seek Appraisal	38
Other Matters	38
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 1, 2016	38
Householding of Special Meeting Materials	38
THE MERGER	40
Parties Involved in the Merger	40
Certain Effects of the Merger on Symmetry	41
Effect on Symmetry if the Merger is Not Completed	41
Merger Consideration	41

	Page
Background of the Merger	42
Recommendation of Our Board of Directors and Reasons for the Merger	46
Opinion of Stifel, Nicolaus & Company, Incorporated	51
Interests of Symmetry’s Directors and Executive Officers in the Merger	58
Financing of the Merger	67
Closing and Effective Time of the Merger	67
Appraisal Rights	67
U.S. Federal Income Tax Consequences of the Merger	72
Regulatory Approvals Required for the Merger	75
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT	76
Vote Required and Board Recommendation	76
Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws	76
Closing and Effective Time of the Merger	77
Merger Consideration	77
Exchange and Payment Procedures	78
Representations and Warranties	79
Conduct of Business Pending the Merger	82
No Solicitation	83
Adverse Recommendation Changes	86
Employee Benefits	88
Efforts to Close the Merger	89
Indemnification and Insurance	89
Other Covenants	89
Conditions to the Closing of the Merger	90
Termination of the Merger Agreement	91
Termination Fee	93
Expense Reimbursement	94
Specific Performance	94
Fees and Expenses	94
Amendment	94
Governing Law	94
PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING	95
The Adjournment Proposal	95
Vote Required and Board Recommendation	95
MARKET PRICES AND DIVIDEND DATA	96
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	97
FUTURE STOCKHOLDER PROPOSALS	99
WHERE YOU CAN FIND MORE INFORMATION	100
Annex A: Agreement and Plan of Merger	A-i
Annex B: Opinion of Stifel, Nicolaus & Company, Incorporated	B-1
Annex C: Section 262 of the General Corporation Law of the State of Delaware	C-1

SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Merger Sub with and into Symmetry, with Symmetry surviving as a wholly-owned subsidiary of Parent, which transaction we refer to as the merger, and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 100. The merger agreement is attached as Annex A to this proxy statement.

Parties Involved in the Merger (page 40)

Symmetry Surgical Inc.

Symmetry Surgical is a Delaware corporation headquartered in Antioch, Tennessee. We are a global marketer and distributor of medical devices with some limited manufacturing focused on the general surgery market. We offer over 20,000 products and sell primarily to hospitals and surgical centers in the United States and countries worldwide through direct representatives, dealers and distributors. Specifically, our current product portfolio includes a broad range of reusable stainless steel and titanium, hand-held general and specialty surgical instruments, single use and disposable instruments, electro-surgery instruments, retractor systems, ligation clips and appliers, and containers and sterilization devices sold directly to hospitals and other sites of care.

Our business was established in 1976 as Specialty Surgical Instrumentation, Inc. Symmetry Medical, Inc. acquired Specialty Surgical Instrumentation, Inc. in 2007 and added two additional acquisitions, Olsen Medical and the Codman & Shurtleff, Inc. instruments portfolio, to create the Symmetry Surgical division in 2011. Symmetry was incorporated in July 2014 as a wholly-owned subsidiary of Symmetry Medical, Inc. In 2014 Symmetry was spun out of Symmetry Medical, Inc. as a stand-alone public company. Our common stock is currently listed and traded on the NASDAQ Global Market, which we refer to as NASDAQ, under the symbol “SSRG.” Our principal executive offices are located at 3034 Owen Drive, Antioch, Tennessee 37013, and our telephone number is (615) 964-5520.

Parent and Merger Sub

Parent is a newly incorporated company that is owned by RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P., which we refer to collectively as RoundTable, and Merger Sub is a wholly-owned subsidiary of Parent. Both Parent and Merger Sub were incorporated for the purpose of entering into the merger agreement and completing the merger contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Symmetry will become a wholly-owned subsidiary of Parent.

RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P. are affiliates of RoundTable Healthcare Partners. RoundTable Healthcare Partners , headquartered in Lake Forest, IL , is an operating-oriented private equity firm focused exclusively on the healthcare industry, which partners with companies that can benefit from its extensive industry relationships and proven operating and transaction expertise. RoundTable Healthcare Partners has established a successful track record of working with owner/founders, family companies, management teams, entrepreneurs, and corporate partners who share a vision and believe in the value creation potential of its partnership model.

RoundTable Healthcare Partners has raised $2.75 billion in committed capital to date, including four equity funds totaling $2.15 billion and three subordinated debt funds totaling $600 million .

The principal executive offices of Parent and Merger Sub are located at 272 East Deerpath Road, Suite 350, Lake Forest, Illinois, 60045, and its telephone number is (847) 739-3200.

Certain Effects of the Merger on Symmetry (page 41)

Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Symmetry, with Symmetry continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result, Symmetry expects to de-list its common stock from NASDAQ and de-register under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as soon as reasonably practicable following the effective time of the merger, and thereafter Symmetry will no longer be a publicly traded company or file periodic reports with the SEC. Throughout this proxy statement, we use the term surviving corporation to refer to Symmetry as the surviving corporation following the merger. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation and will, instead, be paid $13.10 in cash, without interest for each share of Symmetry common stock that you own immediately prior to the effective time of the merger (unless you have properly exercised your appraisal rights with respect to such shares).

The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on Symmetry if the Merger is Not Completed (page 41)

If the merger agreement is not adopted by Symmetry’s stockholders, or if the merger is not completed for any other reason, Symmetry stockholders will not receive any payment for their shares of common stock. Instead, Symmetry will remain a public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

In addition, under specified circumstances, Symmetry may be required to reimburse certain of Parent’s expenses incurred in respect of the transactions contemplated by the merger agreement or pay Parent a termination fee upon the termination of the merger agreement, as described under “Proposal 1: Adoption of the Merger Agreement — Termination Fee” and “ — Expense Reimbursement” beginning on page 93.

Merger Consideration (page 41)

At the effective time of the merger, each outstanding share of our common stock (other than shares (i) owned by the Company, Parent, Merger Sub or any direct or indirect subsidiary of any of the Company, Parent or Merger Sub immediately prior to the effective time of the Merger; (ii) with respect to which stockholders have properly exercised and perfected appraisal rights, which we refer to as dissenting shares, under the General Corporation Law of the State of Delaware, which we refer to as the DGCL; (iii) of Company restricted stock or restricted stock units; and (iv) of Company common stock as to which treatment is separately agreed by Parent and the holder thereof; we refer to shares subject to (i) through (iv) collectively as excluded shares) shall be converted automatically into the right to receive $13.10 in cash, without interest, which we refer to as the merger consideration, and, without any action by the holders of such shares, they will cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate formerly representing any of the shares of Symmetry

common stock (other than the excluded shares) will thereafter represent only the right to receive the merger consideration.

As described further in “Proposal l: Adoption of the Merger Agreement — Exchange and Payment Procedures” beginning on page 78, at the closing of the merger, Parent will deposit or cause to be deposited, sufficient funds to pay the aggregate merger consideration payable in connection with the merger with the paying agent designated by the parties. Following completion of the merger, once a stockholder has provided the paying agent with his or her stock certificates or book-entry shares, as applicable, and the other items specified by the paying agent, the paying agent will promptly pay the stockholder the merger consideration.

After the merger is completed, under the terms of the merger agreement, each stockholder of Company common stock will have the right to receive the merger consideration, but will no longer have any rights as a Symmetry stockholder (except that holders of dissenting shares will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described under “The Merger — Appraisal Rights” beginning on page 67).

The Special Meeting (page 35)

Date, Time and Place

The special meeting of our stockholders will be held on July 1, 2016, at the Salt Lake Marriott Downtown at City Creek, 75 South West Temple, Salt Lake City, Utah 84101, beginning at 9:00 AM M.D.T.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on May 27, 2016, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date.

Purpose

At the special meeting, we will ask our stockholders entitled to vote as of the record date to vote on proposals: (i) to adopt the merger agreement, and (ii) to approve one or more adjournments of the special meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Quorum

As of the record date, there were 10,740,184 shares of our common stock outstanding and entitled to be voted at the special meeting. A quorum of stockholders is necessary to take action on the proposals at a special meeting. The presence (in person or by proxy) of the holders of a majority of the voting power of the issued and outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, 5,370,093 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. For purposes of determining whether a quorum is present, shares voted “ FOR ,” “ AGAINST ,” or “ ABSTAIN ,” as well as broker non-votes, will be considered shares that are present.

Required Vote

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. Abstentions will have the same effect as a vote “ AGAINST ” both proposals.

Share Ownership of Our Directors and Executive Officers

As of May 27, 2016, the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,095,683 shares of our common stock, representing approximately 10.20% of the outstanding shares of our common stock. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Symmetry common stock (i) “ FOR ” the proposal to adopt the merger agreement, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

Any Symmetry stockholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail or voting electronically over the Internet or by telephone, or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of Symmetry common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of Symmetry common stock using the instructions provided by your broker, bank or other nominee.

Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. However, both of the proposals included in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions, resulting in what we refer to as a broker non-vote. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy, signing another proxy card with a later date and returning it to us prior to the special meeting or attending the special meeting and voting in person. If you hold your shares of common stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote.

Recommendation of Our Board of Directors and Reasons for the Merger (page 46)

Our Board of Directors, which we refer to as the Board, after considering various factors described in the section entitled “The Merger — Recommendation of Our Board of Directors and Reasons for the Merger,” unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Symmetry and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously recommends that you vote (i) “ FOR ” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Opinion of Stifel, Nicolaus & Company, Incorporated (page 51)

On May 2, 2016, Stifel, Nicolaus & Company, Incorporated, which we refer to as Stifel, rendered its opinion to the Board, which we refer to as the fairness opinion, to the effect that, as of that date, based upon and subject to the assumptions, qualifications and other matters set forth in the fairness opinion, the $13.10 per share in cash to be received by the holders of shares of Symmetry’s common stock, other than excluded shares (as defined in the fairness opinion), from Parent in the merger pursuant to the merger agreement was fair to the holders of such shares, from a financial point of view.

The full text of Stifel’s written fairness opinion, dated May 2, 2016, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Stifel in rendering its fairness opinion, is attached to this proxy statement as Annex B, and is incorporated by reference in this proxy statement. Descriptions of the fairness opinion in this proxy statement are qualified by reference to the full text of the fairness opinion. Stifel’s opinion was directed to the Board and addressed only the fairness from a financial point of view, as of the date of the fairness opinion, to the holders of shares of Symmetry common stock, other than excluded shares (as defined in the fairness opinion), of the $13.10 per share in cash to be received by such holders pursuant to the merger agreement. Stifel’s fairness opinion did not address any other aspects of the merger and did not and does not constitute a recommendation as to how holders of Symmetry common stock should vote on the items for consideration at the special meeting.

Financing of the Merger (page 67)

Parent and Merger Sub expect to finance the merger through equity provided by RoundTable, available cash on hand of Symmetry and proceeds from debt financing, and have commitments for such equity and debt financing for the closing of the merger. The obligations of Parent and Merger Sub under the merger agreement are not conditioned upon their ability to obtain financing.

Treatment of Equity and Equity-Based Awards (page 59)

The merger agreement provides that Symmetry’s equity awards that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment at the effective time of the merger. The only currently outstanding Symmetry equity awards are restricted stock and restricted stock units.

Restricted Stock

Unless otherwise agreed by Parent and the holder of Symmetry restricted stock, each share of Symmetry restricted stock granted under Symmetry’s 2014 Equity Incentive Plan, as amended, which we refer to as the Equity Plan, that is outstanding immediately prior to the effective time of the merger will be cancelled at the effective time of the merger and all restrictions on such shares will lapse as of the effective time of the merger, and will be converted automatically into the right of the holder thereof to receive at the effective time an amount in cash equal to the product of the number of shares of restricted stock held by such holder and $13.10, less any applicable withholding or other taxes, or other amounts required to be withheld.

All performance-based vesting criteria applicable to Symmetry restricted stock will be deemed earned at the target level of performance for purposes of calculating the number of shares of restricted stock for which the restrictions will lapse in connection with the merger, as described above.

Restricted Stock Units

All performance-based vesting criteria in respect of Symmetry restricted stock units will be deemed earned at the target level of performance for purposes of calculating the number of restricted stock units that will be cancelled in connection with the merger, as described above.

The Equity Plan

As of the effective time of the merger, the Equity Plan will terminate and all rights under any provision of the Equity Plan or any other incentive or benefit plan, program or arrangement providing for the issuance or grant of any other interest in respect of Symmetry capital stock will be cancelled.

Employee Benefits (page 88)

For a period of 12 months following the effective time of the merger, which we refer to as the continuation period, Parent has agreed to provide, or cause the surviving corporation to provide, to each employee of Symmetry and its subsidiaries who is employed immediately prior to the effective time of the merger, whom we refer to as the continuing employees, with an annual base salary or wage level that, in each case, is substantially similar to the base salary or wage level, as applicable, that such continuing employee received from Symmetry as of immediately prior to the effective time of the merger. In addition, during the continuation period, Parent has also agreed to, or to cause the surviving corporation to, provide employee benefits for continuing employees that are no less favorable in the aggregate than the benefits that each such continuing employee was entitled to receive immediately prior to the effective time of the merger.

For all purposes under the employee benefit and compensation plans, programs, agreements and arrangements of Parent or the surviving corporation or any of their respective subsidiaries, which we refer to collectively as the purchaser plans, in which continuing employees are eligible to participate following the effective time of the merger, all periods of service with Symmetry or any of its subsidiaries, as

applicable, or any predecessor entity thereto, by any continuing employee prior to the effective time of the merger will be credited for eligibility, participation and vesting purposes (other than for purposes of benefit accrual under any defined benefit pension plan) under such plan, program or policy and for purposes of calculating benefits under any severance, sick leave or vacation plans, except where such crediting would result in duplication of benefits.

Interests of Symmetry’s Directors and Executive Officers in the Merger (page 58)

In considering the recommendation of the Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these interests (to the extent such interests existed at the time), among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of Symmetry. For a description of the interests of our directors and executive officers in the merger, see “The Merger — Interests of Symmetry’s Directors and Executive Officers in the Merger” beginning on page 58.

Appraisal Rights (page 67)

If the merger agreement is adopted by Symmetry’s stockholders, stockholders who do not vote in favor of the adoption of the merger agreement and who properly exercise and perfect their demand for appraisal of their shares, and do not withdraw such demand, will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of Symmetry common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Symmetry common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to Symmetry before the vote is taken on the proposal to adopt the merger agreement (and not withdraw such demand) , you must not submit a blank proxy or otherwise vote in favor of the proposal to adopt the merger agreement and you must continue to hold the shares of Symmetry common stock of record through the effective time of the merger. Your failure to follow the procedures specified under the DGCL may result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of Symmetry common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or nominee.

U.S. Federal Income Tax Consequences of the Merger (page 72)

The receipt of cash for shares of Symmetry common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a “U.S. Holder” (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger”

beginning on page 72) in exchange for such U.S. Holder’s shares of Symmetry common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash such U.S. Holder receives in the merger and such U.S. Holder’s adjusted tax basis in the shares of Symmetry common stock surrendered in the merger. A “Non-U.S. Holder” (as defined in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 72) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Stockholders should refer to the discussion in the section entitled “The Merger — U.S. Federal Income Tax Consequences of the Merger” beginning on page 72 and consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 75)

Under the merger agreement, the merger cannot be completed until the applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and other applicable antitrust and competition laws of other jurisdictions have expired or been terminated or approval has been obtained. Symmetry and Parent filed their respective HSR Act notifications on May 11, 2016.

No Solicitation (page 83)

Except as otherwise provided in the merger agreement, from the date of the merger agreement and continuing until the effective time of the merger or, if earlier, the termination of the merger agreement in accordance with its terms, Symmetry and its subsidiaries will not, and will not instruct, authorize or permit any of their respective representatives to, directly or indirectly:

Solicit, initiate, facilitate, assist, induce or knowingly encourage any inquiries regarding, or the making, submission or announcement of any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal (as defined in the section entitled “Proposal 1: Adoption of the Merger Agreement—No Solicitation” beginning on page 83);

Furnish to any person (other than to Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or its subsidiaries or afford to any person any access to the business, properties, assets, books, records or other non-public information or to any personnel, of the Company or its subsidiaries (other than Parent, Merger Sub or any designees of Parent or Merger Sub), in any such case, with the intent to induce the making, submission or announcement of, or to encourage, facilitate or assist, any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;

Participate or engage in discussions or negotiations with any person with respect to any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal (other than informing such persons of the Company’s non-solicitation obligations);

Approve, endorse or recommend any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;

Approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar

agreement constituting or relating to an acquisition proposal or any proposal, offer or inquiry that is intended to or would reasonably be expected to lead to an acquisition proposal;

Terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement or anti-takeover provisions to which the Company or any of its affiliates or representatives is a party with respect to any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal, or otherwise fail to enforce any of the foregoing; or

Resolve, agree or propose to do any of the foregoing.

The actions described in the sixth bullet set forth above may be taken by the Company at any time prior to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting to adopt the merger agreement, which we refer to as the stockholder approval, solely to the extent that (i) the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (ii) the scope of such action is limited to allowing such person to make an unsolicited confidential acquisition proposal to the Board in accordance with and not in violation of the Company’s non-solicitation obligations.

At any time before the stockholder approval is obtained, in the event that (i) the Company receives a written acquisition proposal that the Board believes in good faith to be bona fide and such acquisition proposal has not been withdrawn; (ii) such acquisition proposal was unsolicited and did not otherwise result from a breach of the Company’s non-solicitation obligations; (iii) the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal (as defined in the section entitled “Proposal 1: Adoption of the Merger Agreement—No Solicitation” beginning on page 83); and (iv) the Board determines in good faith, after consultation with outside legal counsel, that the failure to take actions set forth below would be inconsistent with the directors’ fiduciary duties under applicable law, then Symmetry may:

Furnish information with respect to the Company and its subsidiaries to the person making such acquisition proposal pursuant to a confidentiality agreement with terms relating to the Company’s confidential information that are substantially similar to, and no less favorable to the Company than, those set forth in the confidentiality agreement between the Company and RoundTable Healthcare Management IV, LLC; provided, that the Company shall provide Parent a non-redacted copy of such confidentiality agreement and any non-public information provided to any such person shall have been previously provided to Parent or shall be provided to Parent prior to or concurrently with the time it is provided to such person; and

Participate in discussions or negotiations with the person making such acquisition proposal regarding such acquisition proposal.

Notwithstanding the foregoing, the Company shall not provide (and shall not instruct, authorize or permit any of its representatives to provide) to any potential strategic buyer any commercially or competitively sensitive non-public information in connection with either of the actions in the immediately preceding bullets, except in accordance with “clean room” or other similar procedures designed to limit any adverse effect of the sharing of such information on the Company.

Adverse Recommendation Changes (page 86)

Except as expressly provided in the merger agreement, at any time after the execution and delivery of the merger agreement, neither the Board nor any committee thereof will:

Withhold or withdraw (or publicly propose or resolve to withhold or withdraw) or, in any manner adverse to Parent or Merger Sub, qualify, amend or modify (or publicly propose or resolve to qualify, amend or modify), the Board’s recommendation in favor of the merger;

Fail to include the Board’s recommendation in favor of the merger in this proxy statement;

Fail to publicly reaffirm the Board’s recommendation in favor of the merger within five business days after Parent so requests in writing or, if the meeting of stockholders is scheduled to be held within five business days of such request, within one business day after such request and in any event, prior to the date of the meeting of stockholders (provided, that Parent may not make such a request on more than three occasions unless any such request relates to the announcement or commencement of an acquisition proposal or any material change thereto);

Approve, adopt or recommend or propose (publicly or otherwise) to approve, adopt or recommend, or otherwise declare advisable, any acquisition proposal; or

Take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop, look and listen” communication by the Board pursuant to Rule 14D-9(f) of the Exchange Act.

We refer to any action described in the preceding bullets as an adverse recommendation change.

Subject to certain notice obligations and certain obligations to discuss and negotiate in good faith any bona fide revisions proposed by Parent to the merger agreement in response to such notice, at any time before obtaining stockholder approval for the proposal to adopt the merger agreement, the Board may:

Make an adverse recommendation change (or terminate the merger agreement, as described below) if the Company receives a bona fide written acquisition proposal that was unsolicited and did not otherwise result from a breach of the Company’s non-solicitation obligations and that has not been withdrawn; or

Other than in connection with an acquisition proposal, take any action prohibited by the first three bullets above (which we refer to as an intervening event change of recommendation) in connection with the occurrence of any positive material development or material change in circumstances occurring or arising after the date of the merger agreement that was not known to, or reasonably expected by the Board as of, or prior to, the date of the merger agreement and does not relate to any acquisition proposal or the mere fact that the Company meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the merger agreement, or changes after the date of the merger agreement in the market price or trading volume of the Company’s common stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing may be considered and taken into account), which such occurrence we refer to as an intervening event, if as a result of such intervening event, the Board determines in good faith, after consultation with outside legal counsel, that such intervening event continues to exist, such intervening event necessitates an adverse recommendation change and

failure to make an adverse recommendation change in response to such intervening event would be inconsistent with its fiduciary duties under applicable law, taking into account any revisions to the merger agreement made or proposed in writing by Parent (provided that the Company has complied in all respects with its non-solicitation obligations).

Before the Board may make an adverse recommendation change with respect to an acquisition proposal, (i) the Board must determine in good faith, after consultation with its independent financial advisor and outside legal counsel, that such acquisition proposal constitutes a superior proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, (ii) the Company must be in compliance in all respects with its non-solicitation obligations, (iii) the Company must provide prior written notice to Parent at least five business days in advance, which we refer to as the notice period, to the effect that the Board has received a superior proposal and has resolved to effect an adverse recommendation change or to terminate the merger agreement, which notice must specify the basis for such adverse recommendation change or termination, including the identity of the person making the superior proposal and the material terms and conditions thereof, and must include copies of all relevant documents relating to such superior proposal, (iv) the Company must, and must cause its financial and legal advisors to, during the notice period, negotiate with Parent and Parent’s representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the merger agreement so that such acquisition proposal would cease to constitute a superior proposal, and (v) at or following the end of such notice period, the Board must continue to determine in good faith, after consultation with an independent financial advisor and outside legal counsel, that such acquisition proposal continues to be a superior proposal and that failure to take such action would continue to be inconsistent with the directors’ fiduciary duties under applicable law (in each case taking into account any revisions to the merger agreement made or proposed in writing by Parent).

Before the Board may make an intervening event change of recommendation in response to an intervening event, (i) the Board must determine in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (taking into account all adjustments to the terms of the merger agreement that may be offered by Parent), (ii) the Company must be in compliance in all respects with its non-solicitation obligations, (iii) the Company must provide Parent with written notice of and information describing such intervening event promptly after becoming aware of it, and must continue to keep Parent reasonably informed of developments with respect to such intervening event, (iv) the Company must provide a written notice to Parent for at least the notice period to the effect that the Board has determined to effect an intervening event change of recommendation and that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, which notice must specify the intervening event in reasonable detail, (v) the Company and its representatives must, during the notice period, negotiate with Parent and Parent’s representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the merger agreement in such a manner that such intervening event no longer necessitates such intervening event change of recommendation, and (vi) at or following the end of such notice period, the Board must continue to determine in good faith, after consultation with outside legal counsel, that such intervening event continues to constitute an intervening event, such intervening event continues to necessitate an intervening event change of recommendation and failure to effect an intervening event change of recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable law (in each case taking into account any revisions to the merger agreement made or proposed in writing by Parent).

Conditions to the Closing of the Merger (page 90)

The respective obligations of the parties to effect the merger are subject to satisfaction (or waiver by Parent and the Company, if permitted by law) at or prior to the closing of the following conditions:

The receipt of stockholder approval;

The expiration or termination of the applicable waiting periods (and any extensions thereof) under, and receipt of any approvals pursuant to, the HSR Act and other applicable federal, state and foreign antitrust and competition laws (see “The Merger—Regulatory Approvals Required for the Merger” beginning on page 75); and

The absence of any order, restraint or prohibition, and the absence of any pending action seeking any such order, and the absence of any law, that, in all cases, restrains, prohibits or makes illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement.

The obligations of Parent and Merger Sub to effect the merger are also subject to satisfaction (or waiver by Parent) at or prior to the closing of the following conditions:

The truth and correctness, at signing and closing (or such earlier date expressly stated in any representation or warranty), of the representations and warranties of the Company set forth in the merger agreement, subject, with respect to specified representations and warranties, to a de minimus or materiality threshold, and, subject, with respect to all other representations and warranties, to a Company Material Adverse Effect (as defined in the section entitled “Proposal 1: Adoption of the Merger Agreement—Representations and Warranties—Symmetry” beginning on page 79) threshold;

The Company’s performance of or compliance with the Company’s agreements and covenants under the merger agreement in all material respects;

There not having occurred since the date of the merger agreement any Company Material Adverse Effect or any event, change or effect that has had or would reasonably be expected to have a Company Material Adverse Effect;

Parent’s receipt of a certificate signed by an executive officer of the Company confirming the satisfaction of the conditions set forth in the bullets above; and

Parent’s receipt of (i) the resolution or consent of the Company’s Board approving the merger agreement and (ii) a certificate in customary form and substance reasonably acceptable to Parent executed by a duly authorized officer of the Company certifying that the Company is not and has not been a U.S. real property holding corporation.

The obligation of the Company to effect the merger is also subject to satisfaction (or waiver by the Company) at or prior to the closing of the following conditions:

individually or in the aggregate, prevent or materially delay the ability of Parent and Merger Sub to consummate the merger;

Parent’s and Merger Sub’s performance of or compliance with Parent’s and Merger Sub’s agreements and covenants under the merger agreement in all material respects; and

The Company’s receipt of a certificate signed by an executive officer of Parent confirming the satisfaction of the conditions set forth in the bullets above.

Termination of the Merger Agreement (page 91)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the receipt of stockholder approval, in the following ways:

By mutual written consent of Parent and the Company;

By either Parent or the Company:

○

If the merger has not been consummated by October 14, 2016, which we refer to as the end date (unless the failure to close the merger prior to the end date was a result of such party’s failure to perform any of its covenants or obligations under the merger agreement);

○

If a final, non-appealable order is entered enjoining any party from consummating the merger (unless the imposition or applicability of such order was the result of such party’s breach of any provision of the merger agreement), or the consummation of the merger is illegal or otherwise prohibited by law; or

○

If stockholder approval is not obtained at the special meeting (unless the failure to obtain stockholder approval at the special meeting was the result of such party’s breach of any provision of the merger agreement).

By the Company:

○

If (i) Parent or Merger Sub have breached any of their covenants or agreements under the merger agreement such that the relevant closing condition applicable to Parent’s and Merger Sub’s compliance with covenants fails to be satisfied, or (ii) there exists a breach of any representation or warranty of Parent or Merger Sub contained in the merger agreement such that the relevant closing condition applicable to the accuracy of Parent and Merger Sub’s representations and warranties fails to be satisfied, and (iii) in the event of (i) or (ii), such breach is incapable of being cured by the end date or is not cured by Parent or Merger Sub within 30 days after they receive notice from the Company of the breach and the Company’s intention to terminate the merger agreement for one of these reasons (unless, at the time of such termination, there exists a breach of any covenant, agreement, representation or warranty of the Company under the merger agreement that would result in the analogous closing conditions applicable to the Company (with respect to compliance with the Company’s covenants, and accuracy of the Company’s representations and warranties, respectively) failing to be satisfied;

○

If, prior to receiving stockholder approval (i) so long as the Company has complied with its non-solicitation obligations, the Board has authorized the Company to enter into a definitive

agreement to consummate an acquisition transaction contemplated by a superior proposal, (ii) the Company enters into a definitive agreement in connection with such superior proposal substantially concurrently with such termination and (iii) the Company pays to Parent the termination fee of $5.6 million; or

○

If (i) Parent is required to consummate the closing pursuant to the terms and conditions described under “The Merger — Closing and Effective Time of the Merger” beginning on page 67 and Parent and Merger Sub have not done so within three business days after receiving notice of that fact from the Company (as long as such notice is provided at least one business day prior to the date on which Parent is required to consummate the closing) and (ii) the Company stood ready, willing and able to consummate the closing on such date Parent became required to consummate the closing and throughout such three business day notice period.

By Parent:

○

If (i) the Company has breached any of its covenants or agreements under the merger agreement (with the exception of certain specified covenants) such that the relevant closing condition applicable to the Company’s compliance with covenants fails to be satisfied, or (ii) there exists a breach of any representation or warranty of the Company contained in the merger agreement such that the relevant closing condition applicable to the accuracy of the Company’s representations and warranties fails to be satisfied, and (iii) in the event of (i) or (ii), such breach is incapable of being cured by the end date or is not cured by the Company within 30 days after it receives notice from Parent or Merger Sub of the breach and Parent’s intention to terminate the merger agreement for one of these reasons (unless, at the time of such termination, there exists a breach of any covenant, agreement, representation or warranty of Parent or Merger Sub under the merger agreement that would result in the analogous closing conditions applicable to Parent and Merger Sub (with respect to compliance with Parent and Merger Sub’s covenants, and accuracy of Parent and Merger Sub’s representations and warranties, respectively) failing to be satisfied;

○

If, prior to receiving stockholder approval, the Company breaches or is deemed to have breached, in any material respect, its obligations with respect to non-solicitation, preparation of this proxy statement or holding the special meeting of stockholders;

○

If, prior to receiving stockholder approval, the Company provides notice to Parent that the Company intends to terminate the merger agreement as a result of a superior proposal;

○

If, prior to receiving stockholder approval, the Board (or any committee thereof) effects an adverse recommendation change or intervening event change of recommendation;

○

If, prior to receiving stockholder approval, the Board fails to publicly recommend against a tender or exchange offer relating to an acquisition proposal within five business days of the commencement of such tender or exchange offer; or

○

If, prior to receiving stockholder approval, and within five business days (or such shorter period prescribed in the merger agreement) following a written request by Parent, the Board fails to publicly reaffirm its recommendation of the merger after any acquisition proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders.

In the event that the merger agreement is properly and validly terminated pursuant to the termination rights above, the merger agreement will become void and of no force or effect without liability or obligation (with certain limited exceptions) on the part of Parent, Merger Sub or the Company or their respective representatives, except that certain provisions of the merger agreement relating to the effect of termination of the merger agreement and general provisions regarding matters such as notices, survival, governing law, fees and expenses and assignment will survive any termination of the merger agreement in accordance with their respective terms.

Termination Fee (page 93)

The Company is required to pay Parent a termination fee of $5.6 million (less any Parent expenses previously paid – see “Expense Reimbursement” below), at the times set forth in the merger agreement, if the merger agreement is terminated under the following circumstances:

By the Company, as a result of its entry into a definitive agreement in connection with a superior proposal (as further described in the second bullet under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By the Company” beginning on page 91);

By Parent, as a result of (i) the Company’s breach of its obligations with respect to non-solicitation, proxy statement preparation or the special meeting; (ii) receiving notice from the Company of its intent to terminate the merger agreement as a result of a superior proposal; (iii) the Board effectuating an adverse recommendation change or an intervening event change of recommendation; (iv) the Board failing to publicly recommend against a tender or exchange offer relating to an acquisition proposal; or (v) the Board failing to publicly reaffirm its recommendation of the merger following request by Parent in certain circumstances relating to an acquisition proposal (as further described in bullets two through six under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By Parent” beginning on page 92); or

By Parent, as a result of the Company’s breach of its covenants, agreements, representations or warranties (subject to certain exceptions and qualifiers) (as further described in the first bullet under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By Parent” beginning on page 92), or by either Parent or the Company, as a result of (i) the merger failing to close by the end date or (ii) the failure to obtain stockholder approval (as further described in the first and third bullets, respectively, described under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By either Parent or the Company” beginning on page 91), in all cases so long as: (i) at or prior to the time of such termination an acquisition proposal or intention to make an acquisition proposal has been made to the Company or its stockholders or Board or otherwise publicly announced or disclosed or otherwise communicated to senior management of the Company, and (ii) after the signing of the merger agreement and prior to the 12 month anniversary of the termination of the merger agreement, the Company consummates the transactions contemplated by any acquisition proposal or enters into a definitive agreement providing for the consummation of the transactions contemplated by any acquisition proposal or the Company recommends or submits an acquisition proposal to the Company’s stockholders for adoption; provided that, for purposes of this bullet only, all percentages in the definition of acquisition proposal contained in the merger agreement are replaced with 50%.

In no event will the Company be required to pay the termination fee more than once, provided that the payment of the termination fee shall not relieve the Company from any liability or damage resulting from a material breach of any of its obligations under the merger agreement.

Expense Reimbursement (page 94)

If the merger agreement is terminated by either Parent or the Company pursuant to the third bullet described under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By either Parent or the Company” beginning on page 91, under circumstances in which the termination fee is not then payable pursuant to the third bullet described under “Proposal 1: Adoption of the Merger Agreement—Termination Fee” beginning on page 93, the Company has agreed to pay all of the reasonable and documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the merger agreement and transactions contemplated thereby, up to a maximum amount of $2.75 million. As noted above, the subsequent payment of any termination fee by the Company to Parent would be reduced by any expense reimbursement amount previously paid pursuant to this provision.

Specific Performance (page 94)

The merger agreement provides each party with a right to seek specific performance of the terms and provisions of the merger agreement, in addition to any other remedy to which such party may be entitled under the merger agreement.

Fees and Expenses (page 94)

Except in specified circumstances (as described under “Proposal 1: Adoption of the Merger Agreement — Expense Reimbursement” beginning on page 94), whether or not the merger is consummated, each party to the merger agreement is responsible for all of its respective costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby.

Market Prices and Dividend Data (page 96)

Our common stock is listed on NASDAQ exchange under the symbol “SSRG.” On May 2, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, the closing price of our common stock was $10.40 per share. On May 27, 2016, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on NASDAQ was $13.08 per share. You are encouraged to obtain current market quotations for our common stock.

Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger and the termination of the merger agreement, we may not declare, set aside, establish a record date for, make or pay any dividends on our common stock without Parent’s prior written consent. Under our current dividend policy, we have never declared or paid any cash dividends on our capital stock and have retained any future earnings to support operations and to finance the growth and development of our business.

QUESTIONS AND ANSWERS REGARDING THE MERGER,

MERGER AGREEMENT AND SPECIAL MEETING

The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Symmetry stockholder so we encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, including the merger agreement (attached as Annex A), and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 100.

Why am I receiving these materials?

The Board is furnishing this proxy statement and form of proxy card to the holders of Symmetry common stock in connection with the solicitation of proxies to be voted at a special meeting of stockholders or at any adjournments or postponements of the special meeting.

When and where is the special meeting?

The special meeting will take place at 9:00 AM M.D.T., on July 1, 2016 at Salt Lake Marriott Downtown at City Creek, 75 South West Temple, Salt Lake City, Utah 84101.

Who is entitled to vote at the special meeting?

All stockholders of record as of the close of business on May 27, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of Symmetry common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Symmetry common stock that such holder owned as of the record date.

May I attend the special meeting and vote in person?

Yes. All stockholders as of the record date may attend the special meeting and vote in person. Stockholders will need to present proof of ownership of Symmetry common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting. Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you hold your shares in “street name,” because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

What am I being asked to vote on at the special meeting?

You are being asked to consider and vote on the following proposals:

To adopt the merger agreement, pursuant to which Merger Sub will merge with and into Symmetry, and Symmetry will become a wholly-owned subsidiary of Parent; and

To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

What is the proposed merger and what effects will it have on Symmetry?

The merger agreement contemplates the proposed merger of Merger Sub with and into Symmetry, whereby Symmetry will be acquired by and become a wholly-owned subsidiary of Parent in accordance with the terms of the merger agreement. If the proposal to adopt the merger agreement is approved by the holders of Symmetry common stock and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into Symmetry, with Symmetry continuing as the surviving corporation. Symmetry would also de-list its common stock from NASDAQ and de-register it under the Exchange Act as soon as reasonably practicable following the effective time of the merger and would thereafter no longer be a publicly traded company or file periodic reports with the SEC. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

What will I receive if the merger is completed?

Upon completion of the merger, you will be entitled to receive the per share merger consideration of $13.10 in cash, without interest, for each share of common stock that you own, unless you have properly exercised and perfected and not withdrawn a demand for appraisal under the DGCL with respect to such shares. For example, if you own 100 shares of common stock, you will receive $1,310 in cash in exchange for your shares of common stock. In either case, you will not own shares in the surviving corporation.

How does the per share merger consideration compare to the market price of Symmetry common stock prior to the public announcement of the merger agreement?

The per share merger consideration represents a premium of (i) approximately 26% over Symmetry’s closing stock price on May 2, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, and (ii) approximately 39% over the volume weighted average share price of the common stock during the six months ended May 2, 2016.

What do I need to do now?

We encourage you to read this proxy statement, the annexes to this proxy statement, including the merger agreement, and the documents we refer to in this proxy statement carefully and consider how the merger affects you, and then to complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the special meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares.

Should I send in my stock certificates now?

No. Please do not send in your stock certificates now. After the merger is completed, under the terms of the merger agreement, you will receive shortly thereafter the letter of transmittal instructing you to send your stock certificates to the paying agent in order to receive the cash

payment of the per share merger consideration for each share of our common stock represented by the stock certificates. You should not send in your Symmetry stock certificates until you receive such transmittal materials after the merger is completed.

What happens if I sell or otherwise transfer my shares of Symmetry common stock after the record date, but before the special meeting?

The record date for the special meeting is earlier than the date of the special meeting. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Symmetry in writing of such special arrangements, you will transfer the right to receive the per share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting. Even if you sell or otherwise transfer your shares of common stock after the record date, we encourage you to complete, date, sign and return the enclosed proxy or vote via the Internet or telephone.

How does Symmetry’s Board of Directors recommend that I vote?

The Board, after considering the various factors described under “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 46 unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Symmetry and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously recommends that you vote (i) “ FOR ” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

What happens if the merger is not completed?

If the merger agreement is not adopted by Symmetry stockholders, or if the merger is not completed for any other reason, Symmetry’s stockholders will not receive any payment for their shares of common stock. Instead, Symmetry will remain a public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC. Under specified circumstances, Symmetry may be required to reimburse certain of Parent’s expenses incurred in respect of the transactions contemplated by the merger agreement or pay a termination fee upon the termination of the merger agreement as described under “Proposal 1: Adoption of the Merger Agreement — Termination Fee” beginning on page 93 and “Proposal 1: Adoption of the Merger Agreement — Expense Reimbursement” beginning on page 94.

Do any of Symmetry’s directors or executive officers have interests in the merger that may differ from those of Symmetry stockholders generally?

stockholders generally. The Board was aware of and considered these interests (to the extent such interests existed at the time), among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of Symmetry. For a description of the interests of our directors and executive officers in the merger, see “The Merger — Interests of Symmetry’s Directors and Executive Officers in the Merger” beginning on page 58.

What vote is required to adopt the merger agreement?

The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is required to approve the proposal to adopt the merger agreement. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement.

As of the record date for determining who is entitled to vote at the special meeting, there were 10,740,184 shares of Symmetry common stock issued and outstanding. Each holder of Symmetry common stock is entitled to one vote per share of stock owned by such holder as of the record date.

What vote is required to approve the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies?

The affirmative vote of the holders of a majority of the voting power of the issued and outstanding shares of our common stock entitled to vote, present and voting, in person or represented by proxy at the special meeting, is required to approve the proposal to approve one or more adjournments of the special meeting. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have no effect on the adjournment proposal. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have no effect on the adjournment proposal. Abstentions will have the same effect as a vote “ AGAINST ” the adjournment proposal.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Symmetry. If your shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of Symmetry common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

How may I vote?

If you are a stockholder of record, there are four ways to vote:

By attending the special meeting and voting in person by ballot;

By visiting the Internet at the address on your proxy card;

By calling the toll-free (within the U.S. or Canada) phone number on your proxy card; or

By completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a valid proxy to vote shares which you beneficially own, you may still vote your shares of common stock in person at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person, your previous vote by proxy will not be counted.

If my broker holds my shares in “street name,” will my broker vote my shares for me?

Not without your direction. Your broker, bank or other nominee will be permitted to vote your shares on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Both proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of Symmetry common stock. If you do not follow these procedures, and do not provide voting instructions to your broker, bank or other nominee, a broker non-vote will result, and your shares will not be voted. A broker non-vote will have the same effect as if you voted against the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal.

May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

Delivering a written notice of revocation to our Secretary;

Signing another proxy card with a later date and returning it to us prior to the special meeting; or

Attending the special meeting and voting in person.

What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Symmetry common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Symmetry common stock is called a “proxy card.” The Board has designated Messrs. Craig B. Reynolds and Francis T. Nusspickel, individually and jointly, with full power of substitution, as proxies for the special meeting.

If a stockholder submits a proxy, how are the shares voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (i) “ FOR ” the proposal to adopt the merger agreement and the transactions contemplated thereby, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.

Where can I find the voting results of the special meeting?

Symmetry intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports Symmetry files with the SEC are publicly available when filed and available at www.symmetrysurgical.com under the “Investor Relations” tab. See “Where You Can Find More Information” beginning on page 100 of this proxy statement.

Will I be subject to U.S. federal income tax upon the exchange of Symmetry common stock for cash pursuant to the merger?

If you are a U.S. Holder, the exchange of Symmetry common stock for cash pursuant to the merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash you receive pursuant to the merger and your adjusted tax basis in the shares of our common stock exchanged for cash in the merger. A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of the U.S. federal income tax consequences of the merger is provided under “The Merger — US. Federal Income Tax Consequences of the Merger” beginning on page 72 of this proxy statement.

What will the holders of Symmetry restricted stock and restricted stock unit awards receive in the merger?

Unless otherwise agreed by Parent and the holder of Symmetry restricted stock, each share of Symmetry restricted stock granted under the Equity Plan that is outstanding immediately prior to the effective time of the merger will be cancelled at the effective time of the merger and all restrictions on such shares will lapse as of the effective time of the merger, and will be converted automatically into the right of the holder thereof to receive at the effective time an amount in cash equal to the product of the number of shares of restricted stock held by such holder and the merger consideration, less any applicable withholding or other taxes, or other amounts required to be withheld.

When do you expect the merger to be completed?

We are working toward completing the merger as quickly as possible and currently expect to complete the merger in the late second or early third quarter of 2016. However, the exact timing of completion of the merger cannot be predicted because the merger is subject to conditions over which we have limited control, including adoption of the merger agreement by our stockholders and the receipt of regulatory approvals.

Am I entitled to appraisal rights under the DGCL?

Yes. If the merger is adopted by Symmetry’s stockholders, stockholders who do not vote (whether in person or by proxy) in favor of the adoption of the merger agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of Symmetry common stock who follow the prescribed procedures provided in Section 262 are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Symmetry common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement.

Who can help answer my questions?

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor, Okapi Partners LLC, 1212 Avenue of the Americas, 24 ^th Floor, New York, New York 10036 or by calling (877) 274-8654 toll-free.

FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “goal” and other words of similar import. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filing on Form 10-K and subsequent periodic and interim reports, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

The inability to consummate the merger due to the failure to obtain stockholder approval to adopt the merger agreement or failure to satisfy, or obtain waiver of, the other conditions to the completion of the merger, including receipt of required regulatory approvals;

The risk that the merger agreement may be terminated in certain circumstances that require us to pay Parent a termination fee of $5.6 million or reimburse Parent’s expenses up to $2.75 million;

Risks that the proposed merger disrupts our current plans and operations or affects our ability to retain or recruit key employees;

The effect of the announcement of the merger on Symmetry’s business relationships (including, without limitation, dealers, customers, distributors and suppliers), operating results and business generally;

The amount of the costs, fees, expenses and charges related to the merger agreement or the merger;

Risks related to the proposed merger diverting management’s or employees’ attention from ongoing business operations or financial matters;

The risk that our stock price may decline significantly if the merger is not completed;

Risks related to obtaining the requisite consents to the merger, including, without limitation, the timing (including possible delays) and expiration or termination of the applicable waiting periods under the HSR Act and other applicable antitrust and competition laws, and the risk that such consents might not be received;

The risk that the merger may not be consummated in a timely manner, if at all;

The risk that competing offers will be made;

Risks related to other business effects, including the effects of industry, economic or political conditions outside of the parties’ control;

The nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against us and others; and

The fact that Symmetry’s stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Symmetry’s current strategy as an independent company.

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (a) the information contained under this heading and (b) the information contained under the heading “Risk Factors” and in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see “Where You Can Find More Information” beginning on page 100). No assurance can be given that these are all of the factors that could cause actual results to vary materially from those expressed or implied by the forward-looking statements.

Symmetry stockholders are cautioned not to place undue reliance on the forward-looking statements we make in this proxy statement, which speak only as of the date of this proxy statement. Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Symmetry stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on July 1, 2016, at 9:00 AM M.D.T., at Salt Lake Marriott Downtown at City Creek, 75 South West Temple, Salt Lake City, Utah 84101.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders entitled to vote as of the record date to vote on proposals to (i) adopt the merger agreement and the transactions contemplated thereby, and (ii) approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on May 27, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available at our offices located at 3034 Owen Drive, Antioch, Tennessee 37013, during regular business hours for a period of at least 10 days before the special meeting and at the location where the special meeting is held during the special meeting.

As of the record date, there were 10,740,184 shares of our common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to take action on the proposals at a special meeting. The presence (in person or by proxy) of the holders of a majority of the voting power of the issued and outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, 5,370,093 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. For purposes of determining whether a quorum is present, shares voted “ FOR ,” “ AGAINST ,” or “ ABSTAIN ,” as well as broker non-votes, will be considered shares that are present. In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned or postponed to a later date to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

proposal to adopt the merger agreement, but will have no effect on the adjournment proposal. Abstentions will have the same effect as a vote “ AGAINST ” both proposals.

Shares Held by Symmetry’s Directors and Executive Officers

At the close of business on May 27, 2016, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,095,683 shares of our common stock, which represented approximately 10.20% of the shares of our outstanding common stock on that date. The directors and executive officers have informed Symmetry that they currently intend to vote all of their shares of Symmetry common stock (i) “ FOR ” the proposal to adopt the merger agreement, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the special meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “ FOR ” the proposal to adopt the merger agreement and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. Both proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or other nominee’s voting form, do not vote via the Internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or other nominee, such actions will result in a broker non-vote and will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by any of the following methods:

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

Delivering a written notice of revocation to our Secretary;

Signing another proxy card with a later date and returning it to us prior to the special meeting; or

Attending the special meeting and voting in person.

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received by 11:59 p.m., Eastern time, on June 30, 2016. If you have submitted a proxy, your appearance at the special meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Symmetry stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned.

Board of Directors’ Recommendation

The Board, after considering various factors described in the section entitled “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 46 unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Symmetry and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously recommends that you vote (i) “ FOR ” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by Symmetry. We have retained Okapi Partners LLC, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost anticipated to consist of a cash payment of $10,000 plus expenses. We have agreed to indemnify Okapi Partners LLC against losses arising out of its provision of such services on our behalf. In addition, we will reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by some of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including, but not limited to, the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be consummated in the late second or early third quarter of 2016.

Rights of Stockholders Who Seek Appraisal

If the merger is adopted by Symmetry’s stockholders, stockholders who do not vote in favor of the adoption of the merger agreement and who properly exercise and perfect, and do not withdraw, their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of Symmetry common stock who follow the prescribed procedures provided in Section 262 are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Symmetry common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to Symmetry before the vote is taken on the adoption of the merger agreement (and not withdraw such demand) , you must not submit a proxy or otherwise vote in favor of the proposal to adopt the merger agreement and you must continue to hold the shares of Symmetry common stock of record through the effective time of the merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of Symmetry common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank firm or nominee.

Other Matters

At this time, we know of no other matters to be submitted at the special meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 1, 2016

This proxy statement is available at www.symmetrysurgical.com under the “Investor Relations” tab and at www.proxyvote.com. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Householding of Special Meeting Materials

We may send a single copy of this proxy statement to any household at which two or more stockholders reside, in accordance with SEC rules, unless we have received contrary instructions. Each stockholder in

the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses in connection with distributing the proxy.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker or direct your written request to: Symmetry Investor Relations, 3034 Owen Drive, Antioch, Tennessee 37013, or contact our Investor Relations department at (615) 964-5520 . We will promptly deliver a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered upon their written or oral request. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their broker.

THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully, as it is the legal document that governs the merger.

Parties Involved in the Merger

Symmetry Surgical Inc.

Our business was established in 1976 as Specialty Surgical Instrumentation, Inc. Symmetry Medical, Inc. acquired Specialty Surgical Instrumentation, Inc. in 2007 and added two additional acquisitions, Olsen Medical and the Codman & Shurtleff, Inc. instruments portfolio, to create the Symmetry Surgical division in 2011. Symmetry was incorporated in July 2014 as a wholly-owned subsidiary of Symmetry Medical, Inc. In 2014 Symmetry was spun out of Symmetry Medical, Inc., as a stand-alone public company. Our common stock is currently listed and traded on the NASDAQ Global Market, which we refer to as NASDAQ, under the symbol “SSRG.” Our principal executive offices are located at 3034 Owen Drive, Antioch, Tennessee 37013, and our telephone number is (615) 964-5520.

Parent and Merger Sub

Parent is a newly incorporated company that is owned by RoundTable Healthcare Partners IV, L.P. and RoundTable Healthcare Investors IV, L.P., and Merger Sub is a wholly-owned subsidiary of Parent. Both Parent and Merger Sub were incorporated for the purpose of entering into the merger agreement and completing the merger contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Symmetry will become a wholly-owned subsidiary of Parent.

The principal executive offices of Parent and Merger Sub are located at 272 East Deerpath Road, Suite 350, Lake Forest, Illinois, 60045, and its telephone number is (847) 739-3200.

Certain Effects of the Merger on Symmetry

Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Symmetry, with Symmetry continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result, Symmetry expects to de-list its common stock from NASDAQ and de-register under the Exchange Act as soon as reasonably practicable following the effective time of the merger, and thereafter Symmetry will no longer be a publicly traded company or file periodic reports with the SEC. Throughout this proxy statement, we use the term surviving corporation to refer to Symmetry as the surviving corporation following the merger. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation and will, instead, be paid $13.10 for each share of Symmetry common stock that you own immediately prior to the effective time of the merger.

Effect on Symmetry if the Merger is Not Completed

If the merger agreement is not approved by Symmetry’s stockholders, or if the merger is not completed for any other reason, Symmetry stockholders will not receive any payment for their shares of common stock. Instead, Symmetry will remain a public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Furthermore, if the merger is not consummated, and depending on the circumstances that would have caused the merger not to be consummated, it is likely that the price of Symmetry’s common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Symmetry’s common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Symmetry’s common stock. If the merger is not consummated, the Board will continue to evaluate and review Symmetry’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the merger agreement is not adopted by Symmetry’s stockholders or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Symmetry will be offered or that Symmetry’s business, prospects or results of operation will not be adversely impacted.

Merger Consideration

At the effective time of the merger, each outstanding share of our common stock (other than excluded shares) shall be converted automatically into the right to receive $13.10 in cash, without interest, and, without any action by the holders of such shares, they will cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate formerly representing any of the shares of Symmetry common stock (other than the excluded shares) will thereafter represent only the right to receive the merger consideration.

After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per share merger consideration, but you will no longer have any rights as a Symmetry stockholder (except that stockholders who properly exercise and perfect their demand for appraisal of their shares, and do not withdraw such demand, will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under “Appraisal Rights”).

Background of the Merger

The Board, together with the Company’s management and with assistance from the Company’s outside legal and financial advisors, regularly reviews the Company’s strategic alternatives, including potential opportunities for acquisitions, joint ventures and other transactions designed to maximize stockholder value. Since the spin-out of the Company from Symmetry Medical, Inc. in December 2014, the Company has had periodic, informal discussions with both strategic companies and private equity firms interested in learning more about the Company.

In August 2015, representatives of a private equity firm, Party A, contacted Mr. Thomas J. Sullivan, Chief Executive Officer and a director, to request a meeting with the Company’s management to develop a better understanding of the Company and to discuss Party A’s possible interest in pursuing a strategic transaction involving the Company.

On August 25, 2015, Party A and the Company entered into a confidentiality agreement and Party A was provided access to certain confidential information about the Company. Over the following several weeks, Mr. Sullivan, Mr. Scott D. Kunkel, Senior Vice President and Chief Financial Officer, and Mr. David C. Milne, Chief Administrative Officer, SVP, General Counsel, Corporate Secretary and Chief Compliance Officer responded to a number of due diligence questions and requests from Party A and kept the Company’s Board apprised of the situation as it was developing.

On September 3, 2015, representatives of Party A met with Mr. Sullivan and Mr. Kunkel to learn more about the Company and its prospects.

On September 24, 2015, Party A submitted a non-binding written proposal to acquire 100% of the issued and outstanding common stock of the Company for a purchase price in the range of between $10.50 and $10.80 per share in cash. Party A’s proposal was conditioned on Party A’s ability to simultaneously complete another acquisition, which we refer to as the other acquisition opportunity, and included a request for a 45-day exclusivity period.

On September 25, 2015 the Board held a telephonic meeting to review Party A’s proposal and relevant financial analysis prepared by Stifel. In addition to each member of the Board, representatives of Stifel and Ropes & Gray LLP, the Company’s outside legal counsel, which we refer to as Ropes & Gray, attended the meeting. Mr. Kunkel and Mr. Milne also attended the meeting. During the meeting, the Board reviewed and discussed the proposal and Stifel’s financial analysis. Following discussion and consideration of the valuation and other terms of Party A’s proposal, and following an executive session which excluded Mr. Sullivan and other members of management, the Board directed Stifel to advise Party A that the Company was not willing to grant exclusivity, although it would allow Party A to access confidential information that could lead Party A to increase its proposed cash price. Promptly following the Board meeting, Stifel communicated this message to Party A. In addition, in connection with its review of the proposal from Party A and its determination to continue discussions with Party A, the Board voted during the meeting to approve a transaction committee to take the lead role in the Company’s discussions with Party A with the support and assistance of Stifel and Ropes & Gray. The transaction

committee was constituted with two independent directors, Mr. Craig B. Reynolds and Mr. James Burns. The Board also authorized management to negotiate an engagement letter with Stifel to represent the Company in a potential sale transaction including terms and performance incentives outlined and agreed to by the Board. Anticipating the need to share information with Party A more expeditiously, the transaction committee asked management to establish an electronic due diligence data room. Later that day, management established the electronic data room and began populating it with information over the coming weeks.

On September 26, 2015, Party A submitted a revised non-binding proposal to acquire 100% of the outstanding common stock of the Company for a purchase price in the range of between $11.40 and $11.90 per share in cash. The revised proposal from Party A reiterated the need for a 45-day exclusivity period and that Party A’s proposal would be conditioned on Party A’s ability to simultaneously complete the other acquisition opportunity.

On September 28, 2015, the Board held a special telephonic meeting to review the revised proposal and determined the Company should continue discussions with Party A and respond to additional due diligence requests. The Board directed Stifel to communicate to Party A that the Company would be willing to grant a period of exclusive negotiations to Party A in order to allow Party A to advance its development of the other acquisition opportunity and improve its proposal to the Company. The transaction committee directed Stifel to inform Party A that it would need to increase its proposal significantly above the indicated range if a transaction with the Company was going to be ultimately consummated.

On October 3, 2015, the transaction committee held a call with Stifel to review the exclusivity terms proposed by Party A. Later that day, Symmetry executed an exclusivity letter granting Party A a 45-day period of exclusive negotiations.

On October 6, 2015, the Board formally engaged Stifel as financial advisor to the Company to represent the Company in a potential sale transaction.

Throughout October 2015, Party A continued conducting due diligence on the Company, which included several calls and meetings with Company management, access to certain confidential Company information and follow-up requests for additional diligence items.

On October 22, 2015, Party A submitted a revised non-binding proposal to acquire 100% of the outstanding common stock of the Company for a purchase price of $12.25 per share in cash contingent upon being able to close on the other acquisition opportunity as well. Following receipt of the revised proposal, the transaction committee held a call with representatives from each of Stifel and Ropes & Gray. At that time, the transaction committee authorized Stifel to continue negotiations with Party A to seek a further improved proposal.

On October 27, 2015, Party A informed the Company that it had been unsuccessful in negotiating the other acquisition opportunity and, consequently, Party A was withdrawing from further consideration of an acquisition of the Company. Shortly thereafter, Party A waived the remaining restrictions on the Company under the exclusivity agreement.

On January 11, 12 and 13, 2016, Mr. Sullivan met separately with a number of potential investors at the JP Morgan Healthcare Conference, including representatives of RoundTable Healthcare Management IV, LLC, which we refer to as RoundTable Healthcare Management, to discuss general information regarding the industry and publicly available information regarding the Company. Also during the JP Morgan

Healthcare Conference, Stifel met with Party B and learned of its interest in the Company’s industry and its specific segment.

On January 21, 2016, Stifel spoke with a managing director at Party B and set up a meeting between Mr. Sullivan and Party B on January 26, 2016 at Party B’s offices. During this meeting Party B expressed an interest in learning more about the Company and was willing to sign a confidentiality agreement to enable more detailed discussions.

On January 26, 2016 RoundTable Healthcare Management spoke with Mr. Sullivan via telephone and during that call indicated an interest in visiting the Company’s offices to learn more about the Company.

Mr. Sullivan informed the Board of these inquiries and the Board agreed that it was in the Company’s best interest to enable a more complete discussion with each party by executing confidentiality agreements, which it did with RoundTable Healthcare Management on February 10, 2016 and with Party B on February 11, 2016.

On February 22, 2016, Messrs. Sullivan, Milne and Kunkel met with representatives of RoundTable Healthcare Management at the Company’s corporate offices and discussed the Company in greater detail.

On February 29, 2016 Messrs. Sullivan, Milne and Kunkel had a follow-up conversation telephonically with RoundTable Healthcare Management to further discuss the Company.

On March 1, 2016 Messrs. Sullivan, Milne and Kunkel met with representatives of Party B at Party B’s offices, during which Party B reiterated its potential interest in a transaction with the Company. Mr. Sullivan shared this indication of interest with the Board.

On March 18, 2016, Party B submitted an initial indication of interest to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $11.60 per share in cash.

On March 19, 2016, the Board determined that the previously established transaction committee would take the lead role in managing the Company’s discussions with Party B, as it had in connection with the Party A discussions in late September and October 2015.

On March 21, 2016, the Board held a special telephonic meeting to review Party B’s initial indication of interest and additional financial analyses prepared by Stifel in respect of Party B’s indication of interest.

On March 22, 2016 the transaction committee held a telephonic meeting to further discuss Party B’s indication of interest and concluded at that meeting to direct Stifel to inform Party B that the proposed price of $11.60 per share was insufficient.

On March 30, 2016, RoundTable Healthcare Management submitted an initial written indication of interest to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $12.25 per share in cash.

On April 1, 2016, Party B, following the communication from Stifel on March 22, submitted a revised written indication of interest to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $12.50 per share in cash.

On April 1, 2016, the Company opened the electronic due diligence data room and RoundTable Healthcare Management began accessing it.

On April 4, 2016, the transaction committee held a telephonic meeting to review the indications of interest received from RoundTable Healthcare Management and Party B, during which it was determined by the committee that neither indication of interest included a price per share that the committee viewed as sufficient relative to their analysis of the Company’s value. At the direction of the transaction committee, Stifel communicated to each party that it was not the only bidder interested in acquiring the Company and that the Company would continue to respond to due diligence requests from each interested party over the following few weeks until each had completed its due diligence process. The transaction committee also instructed Stifel and management to reach out to two potential strategic acquirers that were considered capable of realizing financial and operational synergies in a sale transaction. Both potential strategic buyers were subsequently contacted, and each declined the opportunity to sign a confidentiality agreement and pursue a potential transaction.

On April 5, 2016, Party B submitted requests for access to the electronic due diligence data room and began accessing it.

During the week of April 11, 2016, at the transaction committee’s direction, Stifel communicated to both RoundTable Healthcare Management and Party B that the Company would be holding a Board meeting on April 26, 2016, and therefore requested revised written non-binding proposals by April 25, 2016. Stifel also communicated, at the Board’s direction, that given the comprehensiveness of diligence materials made available by the Company in the data room and in response to the parties’ requests, the Board expected such proposals to reflect the parties’ acknowledgment of substantial completion of due diligence.

On April 15, 2016, the Company provided a draft merger agreement to both RoundTable Healthcare Management and Party B for their review and consideration.

On April 22, 2016, RoundTable Healthcare Management reconfirmed in writing its non-binding proposal to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $12.25 per share in cash.

On April 25, 2016, Party B submitted a revised indication of interest to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $12.75 per share in cash.

On April 26, 2016, the Board held its regularly scheduled Board meeting, at which each director and Messrs. Milne and Kunkel, along with representatives from each of Stifel and Ropes & Gray were present, and reviewed and evaluated the proposals received to date from each of RoundTable Healthcare Management and Party B, as well as additional financial analyses prepared by Stifel. The members of the Board then met in executive session without Mr. Sullivan or other members of management present, and following that discussion the Board directed Stifel to communicate to RoundTable Healthcare Management that their revised indication of interest was no longer competitive given the purchase price reflected in another indication of interest received from Party B. During Stifel’s discussion with RoundTable Healthcare Management, the representative of RoundTable Healthcare Management indicated verbally that it was still interested in acquiring the Company and would like to submit a revised proposal for the Board’s consideration. At the direction of the transaction committee, Stifel communicated to RoundTable Healthcare Management that the Board would evaluate best and final proposals the following morning. At the Board’s direction, Stifel then communicated to Party B that the Board would be considering best and final proposals the following morning and that another interested party had indicated verbally to Stifel that it would likely submit a further revised proposal including a purchase price per share in excess of the $12.75 per share purchase price Party B had included in the proposal it submitted in advance of the April 26, 2016 meeting.

Later in the evening on April 26, 2016, RoundTable Healthcare Management submitted a revised written non-binding proposal to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $13.10 per share in cash.

On the morning of April 27, 2016, Party B submitted a revised written proposal to acquire 100% of the issued and outstanding common stock of the Company for a purchase price of $0.05 per share in cash higher than the most recent bid submitted by the other bidder, subject to a maximum price per share of $13.00 per share in cash. Following receipt of the revised proposal from Party B, the Board, during its regularly scheduled meeting, authorized Stifel to communicate to RoundTable Healthcare Management that the Company was prepared to begin negotiating the definitive merger agreement and allow RoundTable Healthcare Management to complete confirmatory due diligence. Later that evening, at RoundTable Healthcare Management’s request and in accordance with the terms of its proposal, the Company executed an exclusivity letter agreement granting RoundTable Healthcare Management and its affiliates exclusive negotiation rights through May 6, 2016.

On April 29, 2016, Gibson, Dunn & Crutcher LLP, outside legal counsel to RoundTable Healthcare Management with respect to the proposed transaction, returned a revised draft merger agreement to Ropes & Gray with proposed revisions to the draft circulated by the Company to interested parties on April 15, 2016, RoundTable Healthcare Management and the Company thereafter negotiated the terms of the merger agreement through its execution on May 2, 2016.

At 8:00 a.m. New York City time on May 2, 2016, the Board held a special telephonic meeting. Supporting materials, including a substantially final version of the merger agreement and Stifel’s financial analyses, were distributed prior to the meeting. Stifel reviewed with the Board the history of the sale process, including its market check activities and its updated financial analysis, and responded to questions from the Board. Stifel then delivered to the Board its oral opinion, which opinion was confirmed by delivery of a written opinion dated May 2, 2016, to the effect that the purchase price of $13.10 per share in cash to be received by the holders of shares of Symmetry’s common stock, other than excluded shares (as defined in the fairness opinion), from Parent in the merger pursuant to the merger agreement was fair to the holders of such shares, from a financial point of view. The full text of Stifel’s written opinion is attached as Annex B to this proxy statement. Throughout the meeting, Ropes & Gray responded to questions from the Board. Following discussion, the Board called for a vote on the approval of, among other matters, the merger agreement and the transactions contemplated by the merger agreement, and unanimously adopted resolutions approving and declaring advisable the merger agreement and the transactions contemplated by the merger agreement, declaring that it is in the best interests of the Company and its stockholders that the Company enter into the merger agreement and consummate the transactions contemplated by the merger agreement, directing that the merger agreement be submitted to a vote at a special meeting of stockholders of the Company and recommending that the stockholders of the Company vote in favor of adopting the merger agreement and consummating the transactions contemplated by the merger agreement.

Parent, Merger Sub and the Company executed the merger agreement and finalized and executed other documentation related to the transaction during the afternoon of May 2, 2016, and the parties publicly announced the transaction after market close on May 2, 2016.

Recommendation of Our Board of Directors and Reasons for the Merger

Our Board, after considering various factors described herein and below, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Symmetry and its stockholders, and approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Board unanimously

recommends that you vote (i) “ FOR ” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger, and (ii) “ FOR ” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Board consulted with Symmetry’s senior management, Ropes & Gray and Stifel. In recommending that Symmetry’s stockholders vote their shares of common stock in favor of the proposal to adopt the merger agreement, the Board also considered a number of factors that it believed supported its decision to enter into the merger agreement and consummate the proposed merger, including, but not limited to, the following material factors (not necessarily in order of relative importance):

The fact that the negotiating process was managed by a transaction committee comprised of independent directors.

Symmetry’s business and operations, and its current and historical financial condition and results of operations, as well as its prospects as an independent entity.

Symmetry’s business plan and related financial projections and the ability to execute long-term, high-potential opportunities, and the risks and uncertainties in executing on the business plan and achieving such financial projections and opportunities, including risks in relation to consolidation in the marketplace, Symmetry’s larger and better resourced competition, pricing pressure put on suppliers by customers, development and production of new products that will be accepted in the marketplace, risks related to Symmetry’s ongoing regulatory compliance, uncertainty regarding future regulatory developments in the industry, as well as the additional risks described in the “Risk Factors” set forth in Symmetry’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016 and subsequent reports filed with the SEC.

The historic trading ranges of the common stock and the potential trading range of the common stock absent announcement of the merger agreement, as well as the thinly traded nature of the stock, resulting in large fluctuations in price.

The relationship of the $13.10 per share merger consideration to the trading price of Symmetry’s common stock, including that the per share merger consideration constituted a premium of:

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Approximately 26% to Symmetry’s closing stock price on May 2, 2016, the last trading day prior to the public announcement of the execution of the merger agreement; and

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Approximately 39% over the volume weighted average share price of the common stock during the six months ended May 2, 2016.

Stifel’s financial analysis and opinion, dated as of May 2, 2016 and delivered to the Board, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Stifel as set forth therein, the $13.10 per share in cash to be paid to the holders of shares of Symmetry’s common stock (other than excluded shares) pursuant to the merger agreement was fair from a financial point of view to the holders of Symmetry’s common stock, as more fully described below under the heading “Opinion of Stifel, Nicolaus & Company, Incorporated.”

The Board’s analysis of the aggregate, risk adjusted, value of the Company as a going concern, as informed by historical trading prices of Symmetry’s common stock as shown by Stifel’s financial analysis, among other factors.

The fact that the all-cash merger consideration would provide a significant premium and liquidity to Symmetry’s stockholders, while eliminating long-term business and execution risk.

The fact that the company negotiated with another party during its discussions with RoundTable and believes that the competitive tension between the two parties contributed to producing a favorable outcome.

The fact that the company proactively contacted two potential strategic acquirers who were considered capable of realizing financial synergies in a sale transaction, neither of which indicated an interest in pursuing discussions.

The perceived risks of continuing as a standalone public company and the assessment that no other internally developed alternatives were reasonably likely in the near term to create greater value for Symmetry’s stockholders than the merger, taking into account business, competitive, industry and market risk.

The Board’s view that the terms of the merger agreement, including the termination fee of $5.6 million, are reasonable in light of, among other things, the benefits of the merger to Symmetry’s stockholders and the typical size of such fees in similar transactions, and would not preclude or unreasonably restrict interested third parties from making a superior proposal.

Symmetry’s right under the merger agreement to respond to third parties submitting acquisition proposals by providing information subject to a confidentiality agreement, and to engage in negotiations or discussions with such persons, if the Board, prior to taking any such actions, determines in good faith that such acquisition proposal either constitutes a superior proposal or is reasonably likely to constitute a superior proposal and complies with procedures set forth in the merger agreement.

The Board’s right, under certain circumstances, to withdraw, qualify or modify its recommendation that our stockholders adopt the merger agreement, subject to payment by Symmetry of a $5.6 million termination fee to Parent under circumstances as described in “Proposal 1: Adoption of the Merger Agreement — Termination Fee” beginning on page 93.

Symmetry’s ability to terminate the merger agreement in order to enter into an alternative acquisition agreement that the Board determines to be a superior proposal, subject to satisfaction of certain conditions (including Parent’s right to have an opportunity to match or improve upon the terms of the superior proposal) and payment by Symmetry of a $5.6 million termination fee to Parent under certain circumstances as described in “Proposal 1: Adoption of the Merger Agreement — Termination Fee” beginning on page 93.

The conditions to closing provided in the merger agreement and the fact that there is no pending litigation condition and no financing condition.

The likelihood that the merger and related transactions would be completed, including the Board’s knowledge of RoundTable’s ability to fund the cash merger consideration in accordance

with the terms of its equity commitment letter, and the commitment by Parent to obtain applicable consents and approvals under antitrust and similar laws.

The fact that the merger agreement was the product of arms-length negotiations and contained terms and conditions that were, in the Board’s view, favorable to Symmetry and its stockholders.

The fact that the RoundTable proposal was higher than recent or contemporaneous proposals from two similarly situated private equity firms.

Symmetry’s ability to specifically enforce Parent’s obligations under the merger agreement, including Parent and Merger Sub’s obligations to consummate the merger, and Symmetry’s ability to seek damages upon any breach by Parent or Merger Sub of the merger agreement.

The availability of appraisal rights to Symmetry’s stockholders who comply with specified procedures under Delaware law.

The Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily in order of relative importance):

The fact that Symmetry’s stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Symmetry’s current strategy as an independent company.

The fact that the non-solicitation covenant in the merger agreement would impose restrictions on Symmetry’s ability to solicit other potential buyers after signing.

The amount and terms of the $5.6 million termination fee payable under the merger agreement in the event the merger agreement is terminated under certain circumstances and the effect this could have on potential interested third-party bidders and Symmetry.

The amount and terms of the requirement under the merger agreement that Symmetry reimburse Parent for up to $2.75 million in expenses incurred by Parent and Merger Sub in connection with the merger agreement if the merger agreement is terminated under certain circumstances in which the termination fee is not then payable and the effect this could have on potential third-party bidders and Symmetry.

The fact that if the merger is not consummated, Symmetry will generally be required to pay its own expenses associated with the merger agreement and the transactions contemplated thereby.

The fact that receipt of the all-cash merger consideration would be taxable to Symmetry’s stockholders that are treated as U.S. holders for U.S. federal income tax purposes.

The significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to consummate the merger, which could adversely affect Symmetry’s business operations.

The fact that the announcement and pendency of the merger, or the failure to complete the merger, may cause harm to Symmetry’s relationships with its employees (including making it

more difficult to attract and retain key personnel and the possible loss of key management, technical, sales and other personnel), vendors and customers.

The restrictions in the merger agreement on Symmetry’s conduct of business prior to completion of the merger, which could delay or prevent Symmetry from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the Board and management might consider appropriate or desirable.

The fact that, while Symmetry expects the merger to be consummated if the proposal to adopt the merger agreement is approved by Symmetry’s stockholders, there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied.

The fact that the market price of our common stock could be affected by many factors, including:

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If the merger agreement is terminated, the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Symmetry;

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The possibility that, in the event of the termination of the merger agreement, possible acquirers may consider Symmetry to be a less attractive acquisition candidate; and

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The possible sale of our common stock by short-term investors and material fluctuation in the market price of our common stock in response to an announcement of the merger or in the event that the merger agreement is terminated.

The fact that Symmetry’s directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, those of Symmetry’s stockholders. For more information about such interests, see below under the heading “Interests of Symmetry’s Directors and Executive Officers in the Merger.”

The fact that the completion of the merger would require approval or expiration or termination of the applicable waiting periods under the HSR Act and other applicable antitrust laws and the likelihood of such clearance and the amount of time required to obtain such clearance.

The Board believed that, overall, the potential benefits of the merger to Symmetry’s stockholders outweighed the risks and uncertainties of the merger.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations.

Moreover, each member of the Board applied his own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Opinion of Stifel, Nicolaus & Company, Incorporated

Symmetry retained Stifel on October 6, 2015 to act as Symmetry’s financial advisor in connection with a potential sale transaction. On May 2, 2016, Stifel rendered its opinion to the Board, which we refer to as the fairness opinion, to the effect that, as of that date, based upon and subject to the assumptions, qualifications and other matters set forth in such fairness opinion, the $13.10 per share in cash to be received by the holders of shares of Symmetry’s common stock, other than excluded shares (as defined in the fairness opinion), from Parent in the merger pursuant to the merger agreement was fair to the holders of such shares, from a financial point of view.

Symmetry did not impose any limitations on Stifel with respect to the investigations made or procedures followed in rendering its fairness opinion. In selecting Stifel, the Board considered, among other things, the fact that Stifel is a reputable investment banking firm with substantial experience advising companies in the healthcare and medtech sectors and in providing strategic advisory services in general. Stifel, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of its business, Stifel and its affiliates may transact in the equity securities of Symmetry for its own account and for the account of its customers and, accordingly, may at any time hold a long or short position in such securities.

The full text of the written fairness opinion that Stifel delivered to the Board is attached to this proxy statement as Annex B and is incorporated herein. Descriptions of the fairness opinion in this proxy statement are qualified by reference to the full text of the fairness opinion. Stockholders are urged to read the fairness opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, other matters considered and limits of the review undertaken by Stifel in connection with the fairness opinion.

Stifel’s fairness opinion was for the information of, and directed to, the Board for its information and assistance in connection with its consideration and addressed only the fairness from a financial point of view, as of the date of the opinion to the holders of Symmetry common stock (other than excluded shares (as defined in the fairness opinion)) of the merger consideration to be received by such holders pursuant to the merger agreement. The fairness opinion did not and does not constitute a recommendation to the Board as to whether the Board should approve the merger or to any Symmetry stockholder as to how any such stockholder should vote at the special meeting to be held in connection with the merger or whether any such stockholder should exercise any appraisal rights that may be available to such stockholder. In addition, the fairness opinion did not compare the relative merits of the merger with any alternative transactions or business strategies which may have been available to Symmetry and did not address the underlying business decision of the Board or Symmetry to proceed with or effect the merger.

In connection with its fairness opinion, Stifel, among other things:

Discussed the merger and related matters with Symmetry’s counsel and reviewed a draft copy of the merger agreement dated May 2, 2016;

Reviewed the audited consolidated financial statements of Symmetry contained in its Annual Report on Form 10-K for the year ended January 2, 2016;

Reviewed and discussed with Symmetry’s management certain other publicly available information concerning Symmetry;

Reviewed certain non-publicly available information concerning Symmetry, including internal financial analyses and forecasts prepared by Symmetry’s management and held discussions with Symmetry’s senior management regarding recent developments;

Reviewed and analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that Stifel considered relevant to its analysis;

Reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that Stifel deemed relevant to its analysis;

Participated in certain discussions and negotiations between representatives of Symmetry and RoundTable;

Reviewed the reported prices and trading activity of the equity securities of Symmetry;

Considered the results of Stifel’s efforts, at the direction of Symmetry, to solicit indications of interest from selected third parties with respect to a merger or other transaction with Symmetry;

Conducted such other financial studies, analyses and investigations and considered such other information as Stifel deemed necessary or appropriate for purposes of its fairness opinion; and

Took into account Stifel’s assessment of general economic, market and financial conditions and its experience in other transactions, as well as our experience in securities valuations and its knowledge of Symmetry’s industry generally.

In rendering its fairness opinion, Stifel relied upon and assumed, without independent verification, the accuracy and completeness of all of the financial and other information that was provided to Stifel by or on behalf of Symmetry, or that was otherwise reviewed by Stifel, and has not assumed any responsibility for independently verifying any of such information. With respect to the financial forecasts supplied to Stifel by Symmetry, Stifel assumed, at the direction of Symmetry, that they were reasonably prepared on the basis reflecting the best currently available estimates and judgments of Symmetry management as to the future operating and financial performance of Symmetry and that they provided a reasonable basis upon which Stifel formed its fairness opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. Stifel has relied on this projected information without independent verification or analyses and does not in any respect assume any responsibility for the accuracy or completeness thereof.

Stifel also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Symmetry since the date of the last financial statements of Symmetry made available to Stifel. Stifel did not make or obtain any independent evaluation, appraisal or physical inspection of Symmetry’s assets or liabilities, nor was Stifel furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, Stifel assumes no responsibility for their accuracy.

Stifel assumed, with the consent of Symmetry, that there were no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the merger would be satisfied and not waived. In addition, Stifel assumed that the definitive merger agreement would not differ materially from the draft Stifel reviewed. Stifel also assumed that the merger would be consummated substantially on the terms and conditions described in the merger agreement, without any waiver of material terms or conditions by Symmetry or any other party and without any anti-dilution or other adjustment to the merger consideration, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the merger would not have an adverse effect on Symmetry or the merger. Stifel assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Stifel further assumed that Symmetry relied upon the advice of its counsel, independent accountants and other advisors (other than Stifel) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Symmetry, the merger and the merger agreement.

Stifel’s fairness opinion was limited to whether the merger consideration was fair to the holders of shares of Symmetry common stock, other than the excluded shares (as defined in the fairness opinion), from a financial point of view, and does not address any other terms, aspects or implications of the merger, including, without limitation, the form or structure of the merger, any consequences of the merger on Symmetry, its stockholders, creditors or otherwise, or any terms, aspects or implications of any voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. Stifel’s fairness opinion also did not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by the Board or Symmetry; (ii) the legal, tax or accounting consequences of the merger on Symmetry or the holders of Symmetry common stock; (iii) the fairness of the amount or nature of any compensation to any of Symmetry’s officers, directors or employees, or class of such persons, relative to the compensation to the holders of Symmetry’s securities; (iv) the effect of the merger on, or the fairness of the consideration to be received by, holders of any class of securities of Symmetry other than the common stock, or any class of securities of any other party to any transaction contemplated by the merger agreement; (v) whether the Buyer has sufficient cash, available lines of credit or other sources of funds to enable it to pay the merger consideration to the holders of shares of Symmetry common stock at the closing of the merger; or (vi) any advice or opinions provided by any other advisor to Symmetry. Furthermore, Stifel did not express any opinion herein as to the prices, trading range or volume at which Symmetry’s securities would trade following public announcement or consummation of the merger.

Stifel’s fairness opinion was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to Stifel by or on behalf of Symmetry or its advisors, or information otherwise reviewed by Stifel, as of the date of the fairness opinion. It is understood that subsequent developments may affect the conclusion reached in the fairness opinion and that Stifel does not have any obligation to update, revise or reaffirm its fairness opinion, except in accordance with the terms and conditions of Stifel’s engagement letter agreement with Symmetry. Stifel’s fairness opinion was for the information of, and was directed to, the Board for its information and assistance in connection with its consideration of the financial terms of the merger. Stifel’s fairness opinion did not constitute a recommendation to the Board as to how the Board should vote on the merger or to any stockholder of Symmetry as to how any such stockholder should vote at any stockholders’ meeting at which the merger is considered, or whether or not any stockholder of Symmetry should enter into a voting, stockholders’ or affiliates’ agreement with respect to the merger, or exercise any dissenters’ or appraisal rights that may be available to such stockholder. In addition, the fairness opinion does not compare the relative merits of the merger with any other alternative transactions or business strategies which may have been available to Symmetry and does not address the underlying business decision of the Board or Symmetry to proceed with or effect the merger.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its conclusions set forth in the fairness opinion, Stifel considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Stifel believes that the summary provided and the analyses described above must be considered as a whole and that selecting portions of these analyses, without considering all of them, would create an incomplete view of the process underlying Stifel’s analyses and fairness opinion; therefore, the range of valuations resulting from any particular analysis described above should not be taken to be Stifel’s view of the actual value of Symmetry’s business.

Summary of Stifel Financial Analysis

The summary set forth below does not purport to be a complete description of the analyses performed by Stifel, but describes, in summary form, the material elements of the presentation that Stifel made to the Board on May 2, 2016, in connection with the fairness opinion. In accordance with customary investment banking practice, Stifel employed generally accepted valuation methods and financial analyses in reaching the conclusions set forth in the fairness opinion. The following is a brief summary of the material financial analyses performed by Stifel in arriving at the conclusions set forth in the fairness opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses Stifel employed in reaching its conclusions. None of the analyses performed by Stifel were assigned a greater significance by Stifel than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel.

The summary text describing each financial analysis does not constitute a complete description of Stifel’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel. The summary text set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Stifel with respect to any of the analyses performed by it in connection with the fairness opinion. Rather, Stifel made its determination as to the fairness of the cash merger consideration to be paid to the holders of Symmetry common stock in connection with the merger, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed.

Except as otherwise noted, the information utilized by Stifel in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before May 2, 2016, and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to the merger, and they all differ in material ways. Accordingly, an analysis of the results described below involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. Stifel used these analyses to determine the impact of various operating metrics on Symmetry’s implied enterprise and per-share equity values. Each of these analyses yielded a range of implied enterprise and per-share equity values, and therefore, such implied enterprise and per-share equity value ranges developed from these analyses were viewed by Stifel collectively and not individually.

Implied Premiums Paid Analysis .

Stifel analyzed the premiums implied by the $13.10 purchase price per share relative to the Company’s closing share price on NASDAQ one trading day, two trading days, five trading days, one month, two months and three months prior to announcement of the merger on May 2, 2016, as well as the closing prices on December 31, 2015 and December 5, 2014, which was the date of the closing of the spin-out of the Company from Symmetry Medical, Inc. Information regarding the historical share prices and implied premiums paid is set forth in the following table:

Period	Reference Closing Price	Premium
1-Day	$10.39	26.1%
5-Day	$9.98	31.3%
1 Month	$10.45	25.4%
2 Months	$9.54	37.3%
3 Months	$8.82	48.5%
YTD (December 31, 2015)	$9.20	42.4%
6 Months	$8.54	53.4%
1 Year	$7.72	69.7%
Since Spin-Out (December 5, 2014)	$7.74	69.3%

Selected Publicly Traded Companies Analysis.

Stifel reviewed certain publicly available financial information for the following nine selected publicly traded companies. Stifel included (i) selected companies in the surgical instruments business and (ii) selected profitable medtech companies with market capitalizations between $50 million and $1 billion, less than $750 million in revenue, single digit revenue growth and gross margins between 40% - 70%:

Selected Surgical Instruments Companies

Bovie Medical Corporation

CONMED Corporation

Integra LifeSciences Holdings Corporation

MISONIX, INC.

Selected Profitable Medtech Companies

AngioDynamics, Inc.

CryoLife, Inc.

Exactech, Inc.

Merit Medical Systems, Inc.

RTI Surgical, Inc.

Stifel reviewed the ranges of enterprise values based on enterprise value / EBITDA (earnings before interest, taxes, depreciation and amortization) multiples for the years of 2015, 2016 and 2017 based on the closing stock prices on April 29, 2016 of the selected companies (enterprise value calculated as equity value based on closing stock prices on April 29, 2016, plus the book value of debt and minority interests, plus the liquidation value of preferred stock, less cash and equivalents) as converted into equity value, utilizing Symmetry’s capital structure as of March 31, 2016, as provided by Symmetry management. Information for 2016 and 2017 is based on estimates and projections available to Stifel. This analysis resulted in the following ranges of implied equity value per share of Symmetry:

Analysis	Implied Equity Value Per Share of Symmetry (in $/share)
2015 EBITDA Multiples	$10.07 – $11.78
2016 EBITDA Multiples	$11.87 – $13.93
2017 EBITDA Multiples	$12.25 – $14.61

Stifel selected the companies on the basis of various factors, although, as noted above, no company used in this analysis is identical to Symmetry. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

Selected Precedent Transactions Analysis.

Stifel reviewed certain publicly available information for the following 16 selected business combinations, announced subsequent to January 1, 2011, involving targets in the surgical instruments business and with an enterprise value under $500 million:

Date	Target	Acquiror
11/15/15	SurgiQuest, Inc.	CONMED Corporation
09/01/15	Synergetics USA, Inc.	Valeant Pharmaceuticals International, Inc.
06/18/15	Lumenis Ltd.	XIO Fund I LP
09/12/14	Medtronic Xomed Instrumentation, SAS	Integra LifeSciences Holdings Corporation
06/24/14	Medical Action Industries Inc.	Owens & Minor, Inc.
06/13/14	TRUMPF International Beteiligungs-GmbH	Hill-Rom Holdings, Inc.
02/18/14	Berchtold Holding, AG	Stryker Corporation
08/05/13	Theragenics Corporation	Juniper Investment Company, LLC
06/17/13	Péters Surgical	Eurazeo PME
12/18/12	MicroSurgical Technology, Inc.	Halma p.l.c.
07/23/12	Aspen Surgical Products Holding, Inc.	Hill-Rom Holdings, Inc.
03/22/12	Newport Medical Instruments, Inc.	Covidien public limited company
01/30/12	NM Holding Company, Inc.	AngioDynamics, Inc.
12/12/11	Synovis Life Technologies Inc.	Baxter International Inc.
12/11/11	Codman & Shurtleff, Inc.	Symmetry Medical Inc.
07/07/11	PEAK Surgical, Inc.	Medtronic, Inc.

Stifel reviewed the ranges of enterprise values based on enterprise value / EBITDA multiples on an LTM (last 12 months) basis at the time of announcement of the targets (enterprise value calculated as equity value based on the purchase consideration, plus the book value of debt and minority interests, plus the liquidation value of preferred stock, less cash and equivalents) as converted into equity value, utilizing Symmetry’s capital structure as of March 31, 2016, as provided by Symmetry management. This analysis resulted in the following ranges of implied equity value per share of Symmetry:

Analysis	Implied Equity Value Per Share of Symmetry (in $/share)
LTM EBITDA Multiples	$10.93 – $12.64

Because the market conditions, rationale and circumstances surrounding each of the combinations analyzed were specific to each combination and because of the inherent differences between Symmetry’s businesses, operations and prospects and those of the acquired companies above, Stifel believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis. Accordingly, Stifel also made qualitative judgments concerning the differences between the characteristics of these combinations (including market conditions, rationale and circumstances

surrounding each of the combinations, and the timing, type and size of each of the combinations) and the merger that could affect Symmetry’s acquisition value.

Discounted Cash Flow Analysis.

Stifel used Symmetry projections for calendar years 2016 (beginning in the second quarter of 2016) through 2020, as provided by Symmetry management, to perform a discounted cash flow analysis. In conducting this analysis, Stifel calculated the present value of Symmetry’s projected unlevered free cash flows for calendar years 2016 (beginning in the second quarter of 2016) through 2020. Stifel also calculated the present value of the estimated terminal value of the projected cash flows by multiplying a range of EBITDA multiples of 10.5x to 12.5x, based on the EBITDA multiples observed in the selected publicly traded companies analysis described above, by the projected 2020 EBITDA for Symmetry. Stifel discounted both the projected cash flows and the estimated terminal value to present value using discount rates ranging from 13% to 17%, which were based on a weighted average cost of capital analysis using the companies included in the selected publicly traded companies analysis described above and Stifel’s estimates for Symmetry. This analysis resulted in implied equity value per share range from $12.47 to $15.81.

This analysis did not purport to be indicative of actual future results and did not purport to reflect the prices at which Symmetry common stock might trade in the public markets. A discounted cash flow analysis was included because it is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, including terminal multiples and discount rates as well as Symmetry projections for calendar years 2016 (beginning in the second quarter of 2016) through 2020, as provided by Symmetry management.

Leveraged Buyout Analysis.

Stifel used Symmetry projections for calendar years 2016 (beginning in the second quarter of 2016) through 2020, as provided by Symmetry management, to perform a leveraged buyout analysis to determine the amount a financial sponsor might be expected to pay in a transaction. In conducting this analysis, Stifel calculated the expected equity value of Symmetry in 2020 based on a multiple of 11.5x 2020 EBITDA, the midpoint of the range produced in its publicly traded companies analysis, and the projected capital structure at the end of 2020, as indicated by Company projections. Stifel assumed a financial sponsor would be able to lever Symmetry to 5.5x on trailing 12 months EBITDA at the close of the transaction and that the interest on said debt would be 8.0%. Stifel then calculated an implied equity value per share range based on the purchase prices necessary to deliver an internal rate of return of 20% and 25%, respectively. This analysis resulted in implied equity value per share range from $11.62 to $12.85.

This analysis did not purport to be indicative of actual future results and did not purport to reflect the prices at which Symmetry common stock may trade in the public markets. A leveraged buyout analysis was included because it is applicable to the likely methods of evaluation by the bidders, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, including, but not limited to, leverage ratios, interest rate on debt and terminal multiples.

Conclusion

Based upon the foregoing analyses and the assumptions and limitations set forth in full in the text of the fairness opinion, Stifel was of the opinion, as investment bankers, that, as of the date of the fairness opinion, the merger consideration to be received by the holders of shares of Symmetry’s common stock,

other than excluded shares (as defined in the fairness opinion), from Parent in the merger pursuant to the merger agreement was fair to the holders of such shares, from a financial point of view.

Miscellaneous

As compensation for its services relating to the merger, Symmetry has agreed to pay Stifel a fee of approximately $3.1 million in the aggregate, $1.0 million of which was payable upon the rendering of its fairness opinion and approximately $2.1 million of which is contingent upon the consummation of the merger. Symmetry has also agreed to reimburse Stifel for its expenses incurred in performing its services. In addition, Symmetry has agreed to indemnify Stifel and its affiliates, their respective directors, officers, agents and employees and any persons controlling Stifel or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Stifel’s engagement.

In the two years prior to the date of Stifel’s fairness opinion, except for the current engagement, no material relationships existed between Stifel and any party to the merger or are mutually understood to be contemplated in which any compensation was received or is intended to be received as a result of the relationship between Stifel and any party to the merger agreement, except that Stifel acted as a financial advisor to Symmetry and its former parent company in 2014 in the parent company’s sale to Tecomet, Inc., and Symmetry’s spin-out as a stand-alone public company, for which Stifel received a fee of approximately $6.5 million. Stifel may seek to provide investment banking services to Symmetry, Parent or their respective affiliates in the future, for which Stifel would seek customary compensation.

Interests of Symmetry’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that may be deemed to be different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests (to the extent such interests existed at the time), among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of Symmetry. These interests may include any or all of the following:

Accelerated vesting of restricted stock or restricted stock units in connection with the merger, and the cancellation of such equity awards in exchange for cash in the amounts specified in this proxy statement;

Accelerated vesting of cash payments in connection with the merger;

Continued indemnification and directors’ and officers’ liability insurance to be provided by the surviving corporation; and

The possible employment of certain of Symmetry’s executive officers by Parent or the surviving corporation after the merger.

Arrangements with Parent and Merger Sub

As of the date of this proxy statement, each of Messrs. Sullivan, Milne and Kunkel, our named executive officers, has entered into an agreement with the Company, Parent and Merger Sub under which each has waived his right to resign from employment for good reason as a result of a change in duties related to the

Company not being publicly traded following the effective time of the merger, and Mr. Sullivan has also waived his right to certain enhanced severance payments in connection with a qualifying termination of employment in connection with a change in control, as described under “ — Payments to Executives upon Termination Following a Change in Control” beginning on page 62.

Other than the agreements described above, none of our executive officers has entered into any agreement with Parent, Merger Sub or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. Following the closing, however, some or all of our executive officers may discuss or enter into agreements with Parent or Merger Sub or any of their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

All rights of indemnification existing in favor of the current or former directors and officers of Symmetry and its subsidiaries, whom we refer to as indemnitees, as provided in the Symmetry certificate of incorporation and bylaws or under any indemnification agreements between any indemnitee and Symmetry or any subsidiary, in each case as in effect on the date of the merger agreement and previously delivered and made available to Parent prior to the date of the merger agreement, shall survive the merger and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable law.

For a period of six years from and after the effective time of the merger, the certificate of incorporation and bylaws of the surviving corporation shall contain provisions no less favorable in any material respect with respect to indemnification and limitation of liabilities of the indemnitees and advancement of expenses than those set forth in the Symmetry certificate of incorporation and bylaws as of the date of the merger agreement, except as required by applicable law.

The merger agreement provides that the surviving corporation shall continue to maintain in effect, for a period of six years from and after the effective time of the merger, directors’ and officers’ liability insurance, which we refer to as D&O insurance, for each director and officer covered by Symmetry’s D&O insurance as of the date of the merger agreement, for acts or omissions occurring prior to the effective time of the merger with respect to any matter claimed against such person by reason of such person serving in such capacity, on terms with respect to such coverage and amounts no less favorable in any material respect in the aggregate than those provided under Symmetry’s existing policies as of the date of the merger agreement; provided, that, the surviving corporation shall not be required to pay an annual premium for the D&O insurance in excess of 300% of the annual premium currently paid by Symmetry for its D&O insurance (although the surviving corporation remains obligated to provide such coverage as may be obtained at a cost equal to such amount). In lieu of the foregoing insurance coverage, prior to the effective time, Symmetry may (following reasonable consultation with Parent), or Symmetry will, if requested by Parent, obtain a prepaid D&O insurance policy, the material terms of which, including coverage and amount, are no less favorable in the aggregate than the insurance coverage set forth above; provided, that, the aggregate cost of such prepaid D&O insurance policy in respect of the entire six-year period shall not exceed 600% of the annual premium currently paid by Symmetry for its D&O insurance.

Treatment of Equity and Equity-Based Awards

lapse as of the effective time of the merger, and will be converted automatically into the right of the holder thereof to receive at the effective time an amount in cash equal to the product of the number of shares of restricted stock held by such holder and $13.10, less any applicable withholding or other taxes, or other amounts required to be withheld. All performance-based vesting criteria applicable to Symmetry restricted stock will be deemed earned at the target level of performance for purposes of calculating the number of shares of restricted stock for which the restrictions will lapse in connection with the merger, as described above.

Unless otherwise agreed by Parent and the holder of a Symmetry restricted stock unit, each Symmetry restricted stock unit granted under the Equity Plan that is outstanding immediately prior to the effective time of the merger will be cancelled as of the effective time of the merger and will be automatically converted into the right of the holder thereof to receive an amount in cash equal to the product of the number of shares of stock subject to the restricted stock unit held by such holder and $13.10, less any applicable withholding or other taxes, or other amounts required to be withheld. All performance-based vesting criteria in respect of Symmetry restricted stock units will be deemed earned at the target level of performance for purposes of calculating the number of restricted stock units that will be cancelled in connection with the merger, as described above.

The following table shows the estimated amounts that each Symmetry executive officer and director would be eligible to receive (without subtraction of applicable withholding or other taxes) in connection with the merger in respect of outstanding unvested restricted stock awards granted under the Equity Plan. Further information regarding the named executive officers may be found below under “ — Payments to Executives upon Termination Following a Change in Control” beginning on page 62.

Name	Restricted Stock ⁽¹⁾	Total Value ⁽²⁾
Named Executive Officers
Thomas J. Sullivan	259,816	$ 3,403,590
David C. Milne	128,250	$ 1,680,075
Scott D. Kunkel	67,500	$ 884,250
Other Executive Officers
Ronda Harris	46,594	$ 610,381
Jose Fernandez	52,206	$ 683,899
Non-Employee Directors
Craig B. Reynolds	30,278	$ 396,642
James S. Burns	30,278	$ 396,642
Robert G. Deuster	30,278	$ 396,642
John S. Krelle	30,278	$ 396,642
Francis T. Nusspickel	30,278	$ 396,642

⁽¹⁾

This column includes shares of restricted stock held by our executive officers and directors that will be cancelled at the effective time of the merger. These amounts have been calculated using a per share price of $13.10 and assume that the effective time is on July 1, 2016.

⁽²⁾

the total amount of such payments or a reduced amount such that no portion of the payments would be subject to an excise tax under the applicable provisions of the Code, whichever results in a greater amount on an after-tax basis. The total value of the restricted stock for each executive has been quantified for purposes of this table assuming that this cut-back does not apply.

The following table shows the estimated amounts that each Symmetry executive officer and director would be eligible to receive (without subtraction of applicable withholding or other taxes) in connection with the merger in respect of common stock owned by such individual. Further information regarding the named executive officers may be found below under “—Payments to Executives upon Termination Following a Change in Control” beginning on page 62.

Name	Common Stock ⁽¹⁾	Value
Named Executive Officers
Thomas J. Sullivan	182,139	$ 2,386,021
David C. Milne	32,840	$ 430,204
Scott D. Kunkel	7,456	$ 97,674
Other Executive Officers
Jose Fernandez	10,006	$ 131,079
Ronda Harris	18,002	$ 235,826
Non-Employee Directors
Craig B. Reynolds	34,506	$ 452,029
James S. Burns	26,631	$ 348,866
Robert G. Deuster	23,931	$ 313,496
John S. Krelle	25,893	$ 339,198
Francis T. Nusspickel	28,523	$ 373,651

⁽¹⁾

This column includes shares of common stock held by each of our executive officers and directors. For information on estimated amounts that these individuals will receive in respect of unvested restricted stock held by them in connection with the merger please see the table immediately above. These amounts have been calculated using a per share price of $13.10 and assume that the effective time is on July 1, 2016.

The following table shows the estimated amounts that each executive officer (other than the named executive officers, for whom such information may be found below under “—Payments to Executives upon Termination Following a Change in Control” beginning on page 62) would receive upon a termination of employment without cause or a resignation for good reason at the effective time of the merger. These amounts assume that the effective time is on July 1, 2016.

Name

Cash

($) ⁽¹⁾

Equity

($) ⁽²⁾

Perquisites /
Benefits

($) ⁽³⁾

Total

($) ⁽⁴⁾

Ronda Harris

$ 277,500

$ 610,395

$ 23,625

$ 911,520

Jose Fernandez

$ 345,000

$ 683,899

$ 27,439

$ 1,056,338

⁽¹⁾

cash severance payments in this column are double-trigger in nature, and will only be payable in the event of a termination of employment without cause or for good reason within six months prior to, or 12 months following, completion of the merger.

⁽²⁾

The amounts in this column reflect the value of the executive officer’s restricted stock awards that will be cancelled at the effective time of the merger; these are single-trigger payments.

⁽³⁾

Represents (a) the estimated value of COBRA continuation, assumed to be paid for 18 months for Ms. Harris ($17,153) and Mr. Fernandez ($26,839), and (b) the estimated value of possession of a Symmetry cellular phone for Ms. Harris ($600) and Mr. Fernandez ($600), and for Ms. Harris, continued use of a company automobile ($5,872), in each case, until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement.

⁽⁴⁾

In the event that any benefits payable to the executive as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, the executive will be entitled to the total amount of such payments or a reduced amount such that no portion of the payments would be subject to an excise tax under the applicable provisions of the Code, whichever results in a greater amount on an after-tax basis. The amounts included in the chart above have been calculated assuming that the executive receives the full amount, without any cut-back under the Section 280G-related provisions of his or her employment or restricted stock agreement. If the 280G cut-back provisions in the executive’s employment and restricted stock agreements were applied to the payments described above, the amounts set forth in the “total” column are estimated to be $905,169 for Mr. Fernandez and to remain unchanged for Ms. Harris.

Payments to Executives upon Termination Following a Change in Control

Executive Agreements Regarding Change in Control

Each of Symmetry’s named executive officers and each of Symmetry’s other executive officers is party to an employment agreement that includes provisions that provide for potential payments depending on the circumstances of the executive’s departure from the Company. These agreements also provide enhanced benefits generally in the event an executive officer who is party thereto experiences a qualifying termination of employment without cause or resigns for good reason within six months preceding or up to 24 months following a change in control transaction such as the merger. Each of Messrs. Sullivan, Milne and Kunkel have waived their right to resign from employment for good reason and claim an entitlement to payment of severance benefits as a result of a change in duties related to the Company not being traded publicly following the effective time of the merger. In addition, Mr. Sullivan waived his right to claim a qualifying termination and claim an entitlement to payment of severance benefits as a result of changes in his reporting structure related to the transaction and also waived his right to claim an enhancement to his severance benefits on a qualifying termination in connection with the merger. The following are descriptions of the material provisions of each agreement.

Thomas J. Sullivan – Pursuant to Mr. Sullivan’s employment agreement, as amended, in the event Mr. Sullivan’s employment is terminated by the Company without “cause” or Mr. Sullivan resigns for “good reason” (each as defined in his employment agreement and referred to as a “qualifying termination”), Mr. Sullivan would be entitled to receive severance benefits equal to the greater of: (i) 2.99 times the average of his annual cash compensation over the prior four calendar years (or such shorter period should he not have been employed by Company for such four calendar year period at the time of a qualifying termination and service for a predecessor employer if so allowed under applicable laws and regulations) and, as a fifth component of the average, his then current annual target cash compensation (calculated using a target bonus level of 100% of base salary or such higher percentage as is subsequently implemented), or (ii) 2.99 times his then current annual target cash compensation (calculated using a target bonus level of 100% of base salary or such higher percentage as is subsequently implemented). These amounts would be paid over the 12 months following the qualifying termination. Further, he would receive (x) a lump sum cash payment equal to the product of $1,250 multiplied by the number of whole

calendar months measured from the date on which his COBRA continuation coverage subsidy (described in (y) below) ceases until attainment of age 65 (which payment is intended to defray the cost of health insurance coverage for Mr. Sullivan and his eligible dependents following the exhaustion of any such COBRA continuation coverage) and (y) reimbursement of COBRA continuation coverage until the earlier of 12 months following the qualifying termination, or until he obtains subsequent coverage from another employer, which we refer to as the “post-termination health care benefit.” Mr. Sullivan will also be entitled to retain possession and use of any Symmetry cellular phone and automobile until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement.

Mr. Sullivan’s agreement provides that if a qualifying termination occurs within six months prior to or 24 months following a change in control (as defined in his employment agreement), then his severance benefits would consist of a lump sum amount equal to $4,500,000. Further, he would receive the post-termination health care benefit (except that the COBRA continuation coverage reimbursement period would be 24 months, instead of 12). Mr. Sullivan will also be entitled to retain possession and use of any Symmetry cellular phone and automobile until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement. Mr. Sullivan has waived this provision as it relates to the merger and he has also waived any right he has to resign for “good reason” and claim an entitlement to payment of severance benefits as a result of a change in his duties resulting from the Company no longer being a publicly traded company following the merger.

As a condition to his receipt of any severance benefits, Mr. Sullivan is required to execute a release agreement releasing and waiving any and all claims he may have against the Company. Mr. Sullivan would also be required: (a) not to compete with the Company, nor to solicit customers or employees of the Company for a period of 12 months after his termination; (b) to maintain the confidentiality of the Company’s proprietary information; and (c) to provide to the Company ownership of any developments made or conceived by Mr. Sullivan during his employment. In the event that any payments or benefits payable to Mr. Sullivan as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, Mr. Sullivan will be entitled to the greater, on an after-tax basis, of the total amount of such payments or benefits or a reduced amount thereof such that no portion of the payments or benefits would be subject to an excise tax under the applicable provisions of the Code.

David C. Milne – Mr. Milne’s employment agreement provides for certain severance benefits in the event of a termination of employment by the Company without “cause” or a resignation by Mr. Milne for “good reason” (each as defined in his employment agreement and referred to as a “qualifying termination”). The benefits are conditioned upon Mr. Milne’s execution of a release agreement, and consist of the payment of 150% of his then-current base salary and a pro rata amount of any incentive bonus program then in effect, each paid over an 18-month period, and COBRA assistance for up to 18 months (or payment of the cost of COBRA should it expire or be unavailable). If a qualifying termination occurs within six months prior to or 12 months following a change in control, then the COBRA assistance would be for a period of 24 months (or payment for the cost of COBRA otherwise paid by the Company should COBRA expire prior to that time) and the severance amount would be equal to 200% of his then-current base salary. On a qualifying termination, Mr. Milne will also be entitled to retain possession and use of any Symmetry cellular phone and automobile until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement. Mr. Milne has waived any right he has to resign for “good reason” and claim an entitlement to payment of severance benefits as a result of a change in his duties resulting from the Company no longer being a publicly traded company following the merger.

As a condition to his receipt of any severance benefits, Mr. Milne is required to execute a release agreement releasing and waiving any and all claims he may have against the Company. Mr. Milne would

also be required: (a) not to compete with the Company, nor to solicit customers or employees of the Company for a period of 12 months after his termination; (b) to maintain the confidentiality of the Company’s proprietary information; and (c) to provide to the Company ownership of any developments made or conceived by Mr. Milne during his employment. In the event that any payments or benefits payable to Mr. Milne as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, Mr. Milne will be entitled to the greater, on an after-tax basis, of the total amount of such payments or benefits or a reduced amount thereof such that no portion of the payments or benefits would be subject to an excise tax under the applicable provisions of the Code.

Scott D. Kunkel – Mr. Kunkel’s employment agreement provides for certain severance benefits in the event of a termination of employment by the Company without “cause” or a resignation by Mr. Kunkel for “good reason” (each as defined in his employment agreement and referred to as a “qualifying termination”). The benefits are conditioned upon Mr. Kunkel’s execution of a release agreement, and consist of the payment of 100% of his then-current base salary, a pro rata amount of any incentive bonus program then in effect, each paid over a 12-month period, and COBRA assistance for up to 12 months (or payment of the cost of COBRA should it expire or be unavailable). If a qualifying termination occurs within six months prior to or 12 months following a change in control, then the COBRA assistance would be for a period of 18 months (or payment for the cost of COBRA otherwise paid by the Company should COBRA expire prior to that time) and the severance amount would be equal to 150% of his then-current base salary. On a qualifying termination, Mr. Kunkel will also be entitled to retain possession and use of any Symmetry cellular phone until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement. Mr. Kunkel has waived any right he has to resign for “good reason” and claim an entitlement to payment of severance benefits as a result of a change in his duties resulting from the Company no longer being a publicly traded company following the merger.

As a condition to his receipt of any severance benefits, Mr. Kunkel is required to execute a release agreement releasing and waiving any and all claims he may have against the Company. Mr. Kunkel would also be required: (a) not to compete with the Company, nor to solicit customers or employees of the Company for a period of 12 months after his termination; (b) to maintain the confidentiality of the Company’s proprietary information; and (c) to provide to the Company ownership of any developments made or conceived by Mr. Kunkel during his employment. In the event that any payments or benefits payable to Mr. Kunkel as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, Mr. Kunkel will be entitled to the greater, on an after-tax basis, of the total amount of such payments or benefits or a reduced amount thereof such that no portion of the payments or benefits would be subject to an excise tax under the applicable provisions of the Code.

Other Executive Officers – The employment agreements for Ms. Harris and Mr. Fernandez provide for certain severance benefits in the event of a termination of employment by the Company without “cause” or a resignation by the executive for “good reason” (each as defined in the employment agreement and referred to as a “qualifying termination”). The benefits are conditioned upon the executive’s execution of a release agreement, and consist of the payment of 100% of the executive’s then-current base salary, a pro rata amount of any incentive bonus program then in effect, each paid over a 12-month period, and COBRA assistance for up to 12 months (or payment of the cost of COBRA should it expire or be unavailable). If a qualifying termination occurs within six months prior to or 12 months following a change in control, then the COBRA assistance would be for a period of 18 months (or payment for the cost of COBRA otherwise paid by the Company should COBRA expire prior to that time) and the severance amount would be equal to 150% of the executive’s then-current base salary. On a qualifying termination, the executives will also be entitled to retain possession and use of any Symmetry cellular phone and, for Ms. Harris, automobile, until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement. In the event that any payments or

benefits payable to an executive as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, the executive will be entitled to the greater, on an after-tax basis, of the total amount of such payments or benefits or a reduced amount thereof such that no portion of the payments or benefits would be subject to an excise tax under the applicable provisions of the Code.

Treatment of Restricted Stock Award Agreements

Our restricted stock agreements (including any cash awards issued in connection with such restricted stock award) provide that in the event of a change in control (as defined in such agreement) the entire award will become fully vested with respect to both performance (at target) and time-based vesting requirements.

Potential Change in Control Payments

Symmetry is an “emerging growth company” under applicable U.S. federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, as amended, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Exchange Act.

The table below, entitled “Potential Change in Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation payable to Symmetry’s chief executive officer and its two other most highly compensated executive officers, as determined for purposes of its most recent annual proxy statement, each of whom we refer to as a named executive officer.

For purposes of the table below, Symmetry assumed the following:

The effective time is July 1, 2016, which is the assumed effective time of the merger for purposes of this transaction-related compensation disclosure;

The relevant price per share of Symmetry common stock is equal to $13.10, which is the price per share payable in connection with the merger;

Each named executive officer is terminated by Symmetry without “cause” or resigns for “good reason” (as such terms are defined in the relevant plans and agreements), in each case, at the effective time;

Quantification of outstanding equity awards is calculated based on the outstanding Symmetry equity awards held by each named executive officer that are anticipated to be outstanding as of July 1, 2016;

For purposes of the agreements and plans described below, the consummation of the merger as contemplated by the merger agreement will constitute a “change in control” or “change of control”; and

No amounts are reduced as a result of the 280G-related provisions described above.

The calculations in the tables below do not include amounts the named executive officers were already entitled to receive or that were vested as of July 1, 2016, or amounts under contracts, agreements, plans or

arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all of the salaried employees of Symmetry. In addition to the assumptions regarding the consummation date of the merger and termination of the employment of the named executive officers, these estimates are based on certain other assumptions that are described in the footnotes accompanying the tables below. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set forth below.

Potential Change in Control Payments to Named Executive Officers

Named Executive Officers	Cash ($) ⁽¹⁾	Equity ($) ⁽²⁾	Perquisites / Benefits ($) ⁽³⁾	Total ($) ⁽⁴⁾
Thomas J. Sullivan	$ 4,630,263	$ 3,403,590	$ 225,786	$ 8,259,639
David C. Milne	$ 620,000	$ 1,680,075	$ 40,237	$ 2,340,312
Scott D. Kunkel	$ 412,500	$ 884,250	$ 27,439	$ 1,324,189

⁽¹⁾

The amounts shown in this column are based on assumptions of the compensation and benefit levels to be in effect on July 1, 2016, which are assumed to be the same as those in effect on the date of this proxy statement; therefore, if compensation and benefit levels are changed after the date of this proxy statement, actual payments to a named executive officer may be different than those provided for above. The amounts shown in this column reflect cash severance payments to Messrs. Sullivan ($3,063,790), Milne ($620,000) and Kunkel ($412,000) and, for Mr. Sullivan, a cash bonus payment under the Equity Plan of $1,566,473. The cash severance payments in this column for Messrs. Sullivan, Milne and Kunkel are double-trigger in nature, meaning they will only be payable in the event of a termination of employment without cause or for good reason within six months prior to, or 24 months following, with respect to Mr. Sullivan, and 12 months following, with respect to Messrs. Milne and Kunkel, the completion of the merger. Mr. Sullivan waived his right to enhanced severance payments in connection with the merger and, as a result, the amounts in this column reflect his entitlement on a qualifying termination of employment (without regard to a change in control). See “Executive Agreements Regarding Change in Control” on page 62 above for additional information regarding the determination of such amounts. The cash bonus payment to Mr. Sullivan is “single-trigger” in nature, as it will become payable immediately upon the completion of the merger.

⁽²⁾

The amounts in this column reflect the value of the named executive officer’s restricted stock awards that will be cancelled at the effective time of the merger; these are single-trigger payments.

⁽³⁾

Represents (a) the estimated value of COBRA continuation, assumed to be paid for 12 months for Mr. Sullivan ($17,892), 24 months for Mr. Milne ($35,785) and 18 months for Mr. Kunkel ($26,839), (b) for Mr. Sullivan, a lump sum cash payment equal to the product of $1,250 multiplied by the number of whole calendar months measured from the date on which his COBRA continuation coverage subsidy (described in (a) above) ceases until attainment of age 65 (which payment is intended to defray the cost of health insurance coverage for Mr. Sullivan and his eligible dependents following the exhaustion of any such COBRA continuation coverage) ($202,500), and (c) the estimated value of possession of a Symmetry cellular phone (for Mr. Sullivan ($600), for Mr. Milne ($600), and for Mr. Kunkel ($600)) and automobile (for Mr. Sullivan ($4,794) and for Mr. Milne ($3,852)), in each case, until the earlier of six months following the qualifying termination or the date on which a subsequent employer provides a replacement. The amounts in this column payable to Messrs. Sullivan, Milne and Kunkel are double-trigger in nature, as they will only be payable in the event of a termination of employment without cause or for good reason within six months prior to, and 24 months following with respect to Mr. Sullivan and 12 months following with respect to Messrs. Milne and Kunkel, the completion of the merger. Mr. Sullivan waived his right to enhanced cash severance payments in connection with the merger and, as a result, the amounts in this column reflect his entitlement on a qualifying termination of employment (without regard to a change in control).

⁽⁴⁾

No executive is entitled to a tax gross-up payment in respect of the payments and benefits described above. Pursuant to each executive’s employment agreement and restricted stock agreement, in the event that any payments or benefits payable as a result of a change in control constitute “parachute payments” within the meaning of Section 280G of the Code, the executive will be entitled to the greater, on an

after-tax basis, of the total amount of such payments or benefits or a reduced amount thereof such that no portion of the payments or benefits would be subject to an excise tax under the applicable provisions of the Code. The amounts included in the chart above have been calculated assuming that the executive officer receives the full amount, without any cut-back under the Section 280G-related provisions of his employment or restricted stock agreement. The actual payments and benefits to our named executive officers may be less as a result of these provisions. If the 280G cut-back provisions in the named executive officer’s employment and restricted stock agreements were applied to the payments described above, the amounts set forth in the “total” column are estimated to be as follows: $5,912,144 for Mr. Sullivan; $1,712,035 for Mr. Milne; and $798,739 for Mr. Kunkel.

Financing of the Merger

Parent and Merger Sub expect to finance the merger through cash on hand and proceeds from debt financing, and have commitments for financing for the closing of the merger, which we refer to as the closing. The obligations of Parent and Merger Sub under the merger agreement are not conditioned upon their ability to obtain financing.

Closing and Effective Time of the Merger

Unless another date is agreed by the parties, the closing will take place no later than 10:00 a.m. Eastern time on the third business day following the day on which all of the conditions to closing are satisfied or waived (other than conditions which, by their terms, are to be satisfied at closing, but subject to the satisfaction or waiver of such conditions at the closing) (as described under “Proposal 1: Adoption of the Merger Agreement — Conditions to the Closing of the Merger” beginning on page 90). Concurrently with the closing, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Appraisal Rights

If the merger agreement is adopted by Symmetry stockholders, stockholders who do not vote in favor of the proposal to adopt the merger agreement and who properly exercise and perfect their demand for appraisal of their shares, and do not withdraw such demand, will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL, which we refer to as Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of Symmetry common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock of Symmetry held of record in the name of another person, such as a bank, broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Symmetry common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or the other nominee.

Under Section 262, holders of shares of common stock of Symmetry who do not vote in favor of the proposal to adopt the merger agreement, who continuously are the record holders of such shares through the effective time of the merger, and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash

of the “fair value” of the shares of Symmetry common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be fair value, if any, as determined by the court.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Symmetry’s notice to its stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the merger, any holder of common stock of Symmetry who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the per share merger consideration described in the merger agreement. Given the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Symmetry recommends that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Symmetry common stock must do ALL of the following:

The stockholder must not vote in favor of the proposal to adopt the merger agreement. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the merger agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt the merger agreement or abstain.

The stockholder must deliver to Symmetry (and not withdraw) a written demand for appraisal before the vote on the proposal to adopt the merger agreement at the special meeting (and not withdraw such demand) .

The stockholder must continuously hold the shares from the date of making the demand through the effective time of the merger. A stockholder will lose appraisal rights if the stockholder transfers the shares before the effective time of the merger.

The stockholder or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective time of the merger. The surviving company is under no obligation to file any petition and has no intention of doing so.

Filing Written Demand

Any holder of shares of common stock of Symmetry wishing to exercise appraisal rights must deliver to Symmetry, before the vote on the adoption of the merger agreement at the special meeting at which the proposal to adopt the merger agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares ( and not withdraw such demand) , and that stockholder must not submit a blank proxy or vote in favor of the proposal to adopt the merger agreement. A holder of shares of common stock of Symmetry wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the merger agreement, and it will constitute a

waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the merger agreement or to abstain from voting on the proposal to adopt the merger agreement. Neither voting against the proposal to adopt the merger agreement nor abstaining from voting, in person or by proxy, or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the merger agreement. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the merger agreement at the special meeting of Symmetry’s stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Symmetry common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock of Symmetry should be executed by or on behalf of the holder of record, and must reasonably inform Symmetry of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS, BANKS AND NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BROKER, BANK OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, BANK OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Symmetry Surgical Inc.

3034 Owen Dr.

Antioch, TN 37013

Attention: Corporate Secretary

Any holder of common stock of Symmetry may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to Symmetry a written withdrawal of the demand for appraisal within 60 days after the effective date of the merger. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the merger is completed, within 10 days after the effective time of the merger, the surviving corporation will notify each holder of common stock of Symmetry who has made a written demand for appraisal pursuant to Section 262 (and not withdrawn such demand) , and who has not voted in favor of the proposal to adopt the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any holder of common stock of Symmetry who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The surviving corporation is under no obligation to and has no present intention to file a petition, and holders should assume that the surviving corporation will not file a petition or initiate any negotiations with respect to the fair value of shares of common stock of Symmetry. Accordingly, any holders of common stock of Symmetry who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of common stock of Symmetry within the time and in the manner prescribed in Section 262. The failure of a holder of common stock of Symmetry to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the effective time of the merger, any holder of common stock of Symmetry who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the merger agreement and with respect to which Symmetry has received demands for appraisal, and the aggregate number of holders of such shares. The surviving corporation must mail this statement to the requesting stockholder within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal, or request from the surviving corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock of Symmetry and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss such stockholder from the proceedings.

Determination of Fair Value

After determining the holders of common stock of Symmetry entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of the shares of common stock of Symmetry, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. Although Symmetry believes that the per share merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share merger consideration. Neither Symmetry nor Parent anticipates offering more than the per share merger consideration to any stockholder of Symmetry exercising appraisal rights, and each of Symmetry and Parent reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock of Symmetry is less than the per share merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of common stock of Symmetry under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock of Symmetry will be deemed to have been converted at the effective time of the

merger into the right to receive the per share merger consideration applicable to the shares. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the per share merger consideration in accordance with Section 262.

From and after the effective time of the merger, no stockholder who has demanded appraisal rights will be entitled to vote the common stock of Symmetry for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock of Symmetry, if any, payable to stockholders of Symmetry of record as of a time prior to the effective time of the merger; provided, however, that if no petition for an appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers to the surviving corporation a written withdrawal of the demand for an appraisal and an acceptance of the merger, either within 60 days after the effective time of the merger or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of Symmetry without the approval of the court.

FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN SECTION 262 MAY RESULT IN THE LOSS OF A STOCKHOLDER’S STATUTORY APPRAISAL RIGHTS. CONSEQUENTLY, ANY STOCKHOLDER OF SYMMETRY WISHING TO EXERCISE APPRAISAL RIGHTS IS ENCOURAGED TO CONSULT LEGAL COUNSEL BEFORE ATTEMPTING TO EXERCISE THOSE RIGHTS.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the U.S. federal income tax consequences of the merger that are relevant to holders of shares of Symmetry common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or foreign tax laws or any other U.S. federal tax laws, including the estate and gift tax laws and the tax on certain net investment income imposed under Section 1411 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. This discussion is based upon the Code, regulations promulgated by the U.S. Department of the Treasury under the Code, which we refer to as Treasury, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, which we refer to as the IRS, all as in effect on the date of this proxy statement. These authorities are subject to change, possibly retroactively, which may result in tax consequences different from those discussed below. No rulings have been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of the merger or that any such position would not be sustained by a court. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is limited to holders who hold their shares of Symmetry common stock as “capital assets” within the meaning of the Code (generally, property held for investment purposes). This discussion does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules under the U.S. federal income tax laws (including banks or other financial institutions; tax-exempt entities or organizations; pension plans; individual retirement accounts; partnerships or pass-through entities for U.S. federal income tax purposes; insurance companies; “controlled foreign corporations”; “passive foreign investment companies”; dealers in securities or currencies; traders in securities that elect to use the mark-to-market method of accounting for

their securities; regulated investment companies, real estate investment trusts; holders holding the shares as part of a hedging, integrated transaction, constructive sale or conversion, straddle, or other integrated investment; certain expatriates or former long-term residents of the United States; U.S. Holders (as defined below) whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar; and persons subject to the alternative minimum tax). In addition, this summary does not address the U.S. federal income tax consequences to holders of shares who exercise appraisal rights under Delaware law, holders that own an equity interest (actually or constructively) in Parent or the surviving corporation, or holders that received their shares of Symmetry common stock in a compensatory transaction (including holders of restricted shares).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Symmetry common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and other entities that are treated as partnerships for U.S. federal income tax purposes holding the shares of Symmetry common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Symmetry common stock who or that is for U.S. federal income tax purposes:

An individual who is a citizen or resident of the United States;

A corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, or any state thereof or the District of Columbia;

An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

A trust if (i) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons as defined in the Code have the authority to control all substantial decisions of that trust or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

The receipt of cash by a U.S. Holder in exchange for shares of Symmetry common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses.

The receipt of cash in exchange for shares of Symmetry common stock pursuant to the merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption must provide the paying agent with its correct taxpayer identification number, which we refer to as a TIN, certify that such TIN is correct and that it is not currently subject to backup withholding by completing and returning the IRS Form W-9 to be included in the letter of transmittal and otherwise comply with applicable requirements of the backup withholding rules. A U.S. Holder that does not provide its correct TIN may be subject to penalties imposed by the IRS. Certain holders (including corporations) generally are not subject to information reporting and backup withholding. Backup withholding is not an additional tax. U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Symmetry common stock who or that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust and that is not a U.S. Holder.

Any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

The gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States);

Such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other specified conditions are met; or

Symmetry is or has been a “U.S. real property holding corporation” as such term is defined in the Code, which we refer to as a USRPHC, at any time within the shorter of the five-year period preceding the merger and such Non-U.S. Holder’s holding period with respect to the applicable shares of Symmetry common stock.

Gain described in the first bullet generally will be subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a resident of the United States. Non-U.S. Holders that are foreign corporations also may be subject to a 30% branch profits tax (or applicable lower treaty rate). A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or applicable lower treaty rate) on any gain realized pursuant to the merger, which may be offset by certain U.S. source capital losses.

With respect to the third bullet point, in general, a corporation is a USRPHC if the fair market value of its “U.S. real property interests” (as defined in the Code and applicable Treasury regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We do not believe that Symmetry is or was a USRPHC at any time during the five-year period preceding the anticipated date of completion of the merger.

Non-U.S. Holders generally will not be subject to information reporting or backup withholding with respect to the receipt of cash in exchange for shares of Symmetry common stock pursuant to the merger if they provide our paying agent with a properly executed IRS Form W-8BEN or W-8BEN-E, as applicable, certifying the holder’s non-U.S. status or otherwise establish an exemption. Backup withholding is not an

additional tax. Non-U.S. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

Regulatory Approvals Required for the Merger

General

Symmetry, Parent and Merger Sub have agreed to use their commercially reasonable efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required or advisable to consummate the merger and the other transactions contemplated by the merger agreement. These approvals include approval under the HSR Act. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, or require changes to the terms of the merger agreement.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission, which we refer to as the FTC, the merger cannot be completed until Symmetry and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice, which we refer to as the DOJ, under the HSR Act and the applicable waiting period (and any extensions thereof) has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Symmetry and Parent filed their respective HSR Act notifications on May 11, 2016, requesting early termination.

At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the merger agreement carefully in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement were made only for purposes of the merger agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement except as expressly stated therein and may be subject to important qualifications, limitations and supplemental information agreed to by Symmetry, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In addition, the representations and warranties were included in the merger agreement for the purpose of allocating contractual risk between Symmetry, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Symmetry, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. The merger agreement is described below, and attached as Annex A hereto, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Symmetry or our business. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Symmetry and our business. Please see “Where You Can Find More Information” beginning on page 100.

Vote Required and Board Recommendation

The Board believes that it is in the best interests of Symmetry and its stockholders to adopt the merger agreement, for the reasons described in the section entitled “The Merger — Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 46.

The Board unanimously recommends that you vote “ FOR ” the proposal to adopt the merger agreement.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, Merger Sub will be merged with and into Symmetry, with Symmetry becoming a wholly-owned subsidiary of Parent. From and after the effective time of the merger, the surviving corporation will possess all property, rights, privileges, powers and franchises of Symmetry and Merger Sub, and all debts, liabilities and duties of Symmetry and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

Effective as of, and immediately following, the effective time of the merger, the board of directors of the surviving corporation will consist of the directors of Merger Sub, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until the earlier of their death, resignation or removal or until their successors are duly elected or appointed and qualified, as the case may be. From and after the effective time of the merger, the officers of Symmetry at the effective time will be the officers of the surviving corporation, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be. At the effective time of the merger, the certificate of incorporation of Symmetry as the surviving corporation will be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the effective time (except that the name of the surviving corporation as used therein will be “Symmetry Surgical Inc.”) until amended in accordance with applicable law and the applicable provisions of such certificate, and the bylaws of Merger Sub will be the bylaws of the surviving corporation as amended and restated in their entirety to read identically to the bylaws of Merger Sub as in effect immediately prior to the effective time (except that the name of the surviving corporation as used therein will be “Symmetry Surgical Inc.”) until amended in accordance with applicable law and the applicable provisions of such bylaws (subject to Parent’s and the surviving corporation’s obligations described in “The Merger — Interests of Symmetry’s Directors and Executive Officers in the Merger — Insurance and Indemnification of Directors and Executive Officers” beginning on page 59).

Closing and Effective Time of the Merger

Unless another date, time or place is agreed by the parties, the closing will take place at 10:00 a.m. Eastern time on the third business day following the day on which all of the conditions to closing are satisfied or waived (other than conditions which, by their terms, are to be satisfied at closing, but subject to the satisfaction or waiver of such conditions at the closing). Concurrently with the closing, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Merger Consideration

Common Stock

Treatment of Equity and Equity-Based Awards

The merger agreement provides that Symmetry’s equity and equity-based awards that are outstanding immediately prior to the effective time of the merger will be subject to the following treatment at the effective time of the merger:

Restricted Stock

Each share of Symmetry restricted stock granted under the Equity Plan that is outstanding immediately prior to the effective time of the merger will generally be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive an amount in cash

equal to the product of the number of shares of restricted stock subject to cancellation and $13.10, less any applicable withholding or other taxes, or other amounts required to be withheld.

All performance-based vesting criteria applicable to Symmetry restricted stock will be deemed earned at the target level of performance for purposes of calculating the number of shares of restricted stock for which the restrictions lapse in connection with the merger, and amounts payable to the holder thereof.

Restricted Stock Units

Each Symmetry restricted stock unit granted under the Equity Plan that is outstanding immediately prior to the effective time of the merger will generally be cancelled as of the effective time of the merger and, in consideration of such cancellation, the holder thereof shall be entitled to receive an amount in cash equal to the product of the number of shares underlying the restricted stock unit subject to cancellation and $13.10, less any applicable withholding or other taxes, or other amounts required to be withheld.

All performance-based vesting criteria in respect of Symmetry restricted stock units will generally be deemed earned at the target level of performance for purposes of calculating the number of shares of restricted stock units earned by, and amounts payable to, the holder thereof.

The Equity Plan

As of the effective time of the merger, the Equity Plan will terminate and all rights under any provision of the Equity Plan shall be cancelled.

Exchange and Payment Procedures

Prior to the closing, Parent will designate a bank or trust company reasonably acceptable to Symmetry, which institution we refer to as the paying agent, to make payments of the per share merger consideration to stockholders. At the closing of the merger, Parent will deposit or cause to be deposited, with the paying agent cash in U.S. dollars sufficient to pay the aggregate per share merger consideration to stockholders.

As soon as practicable after the effective time of the merger, the paying agent will send to each holder of Symmetry common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the per share merger consideration. Upon (i) surrender of stock certificates (or affidavits of loss in lieu thereof) or book-entry shares representing the shares of common stock and (ii) receipt of an executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions, the holder of such shares will be entitled to receive the per share merger consideration in exchange therefor. The amount of any per share merger consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent is not claimed within 12 months following the effective time of the merger, the surviving corporation may require the paying agent to return such cash to the surviving corporation, upon demand, and any holders of common stock who have not complied with the exchange procedures in the merger agreement will thereafter look only to the surviving corporation (subject to applicable abandoned property, escheat or other similar laws) as general creditor for payment of the per share merger consideration, without any interest thereon.

The letter of transmittal will include instructions if a stockholder has lost a stock certificate or if such certificate has been stolen or destroyed. If a stockholder has lost a stock certificate, or if such certificate has been stolen or destroyed, then before such stockholder will be entitled to receive the per share merger consideration, such stockholder will have to make an affidavit of the loss, theft or destruction, and if

required by Parent or the paying agent, post a bond in such amount as Parent or the paying agent may determine is reasonably necessary as security for the indemnity against any claim that may be made against it or the surviving corporation with respect to such certificate.

Representations and Warranties

The merger agreement contains representations and warranties of Symmetry, Parent and Merger Sub.

Symmetry

Certain of the representations and warranties in the merger agreement made by Symmetry are qualified as to “materiality” or a “Company Material Adverse Effect.” For purposes of the merger agreement, “Company Material Adverse Effect” means any fact, circumstance, event, occurrence, change or effect that, individually or in the aggregate, together with all other effects (i) is or would reasonably be expected to be materially adverse to the business, operations, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (ii) materially impairs the ability of the Company to consummate, or prevents or materially delays the consummation of the Merger or any of the other transactions contemplated by the merger agreement or otherwise prevents or materially delays the Company and its subsidiaries from performing their obligations under the merger agreement, or in each case would reasonably be expected to do so; provided, that, in the case of clauses (i) and (ii), any event, change or effect will not be deemed to constitute a Company Material Adverse Effect to the extent resulting from any of the following that occurs after the date of the merger agreement:

Changes in general economic, political, credit or market conditions or general changes in the industries in which the Company and its Subsidiaries conduct their businesses;

The announcement or pendency of the merger agreement or the transactions contemplated by the merger agreement;

Any failure by the Company to meet internal or analyst projections or forecasts for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect);

Acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other acts of God;

Changes in any laws applicable to the Company or U.S. generally accepted accounting principles first proposed after the date of the merger agreement;

Any action taken as required by the express terms of the merger agreement, at the request of Parent or with Parent’s prior written consent;

Any decline in the trading price or change in the trading volume of Company common stock on NASDAQ (it being understood that the facts or occurrences giving rise to or contributing to such decline in the trading price or change in the trading volume may be deemed to constitute, or be taken into account in determining whether there has been or would be, a Company Material Adverse Effect); and

Any legal proceedings commenced by or involving any current or former holder of Company common stock (on their own or on behalf of the Company) arising out of or related to the merger agreement or the transactions contemplated by the merger agreement.

The facts, circumstances, events, occurrences, changes or effects set forth in the first, fourth and fifth exclusions above may be taken into account in determining whether there is or would reasonably be expected to be a Company Material Adverse Effect to the extent that such effects have a disproportionate adverse effect on the business, operations, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, relative to other persons similarly situated.

In the merger agreement, Symmetry has made customary representations and warranties to Parent and Merger Sub that generally cover Symmetry and its subsidiaries, and are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

Due organization, valid existence, good standing and qualification to conduct business;

The capital structure of Symmetry and Symmetry’s ownership of its subsidiaries;

Symmetry’s corporate power and authority to execute and deliver the merger agreement and perform its obligations thereunder and the enforceability of the merger agreement;

Symmetry’s receipt of a financial advisor fairness opinion from Stifel;

The absence of conflicts with laws and required consents and regulatory filings in connection with the merger;

Symmetry’s compliance with laws and possession of necessary permits, licenses and approvals;

The accuracy of Symmetry’s SEC filings and financial statements;

Symmetry’s disclosure controls and procedures;

Symmetry’s indebtedness and the indebtedness of Symmetry’s subsidiaries;

The absence of specified undisclosed liabilities;

Symmetry’s conduct of business in the ordinary course and the absence of any circumstance or event that would reasonably be expected to have a Company Material Adverse Effect;

Employee plans and benefits;

Labor and employment matters;

Symmetry’s top customers and top suppliers;

Product warranties;

The existence and enforceability of specified categories of Symmetry’s material contracts, and Symmetry’s and its counterparties’ compliance with the terms thereof;

Litigation matters;

Environmental matters;

Intellectual property matters;

Tax matters;

Insurance matters;

Real property matters;

Disclosure of affiliate transactions;

The inapplicability of anti-takeover statutes;

Payment of fees to brokers in connection with the merger agreement; and

Policies and procedures regarding data security and privacy.

Parent and Merger Sub

In the merger agreement, Parent and Merger Sub have made customary representations and warranties to Symmetry that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. These representations and warranties relate to, among other things:

Due organization, valid existence, good standing and qualification to conduct business with respect to Parent and Merger Sub;

Parent and Merger Sub’s corporate power and authority to execute and deliver the merger agreement and perform their obligations thereunder and the enforceability of the merger agreement;

The absence of conflicts with laws and required consents and regulatory filings in connection with the merger;

The absence of litigation;

Parent’s ownership of Merger Sub and absence of prior activities;

Financing commitments in favor of Parent and Merger Sub and sufficiency of funds to consummate the merger;

Payment of fees to brokers in connection with the merger agreement; and

Ownership of common stock of Symmetry.

None of the representations and warranties contained in the merger agreement survive the consummation of the merger.

Conduct of Business Pending the Merger

The merger agreement provides that, except (i) as required or expressly contemplated by the merger agreement, (ii) as required by applicable law or (iii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), between the execution and delivery of the merger agreement and the effective time of the merger or, if earlier, the termination of the merger agreement in accordance with its terms, (x) the Company will, and will cause each subsidiary to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to keep available the services of the current officers and key employees of the Company and each subsidiary and to preserve the current relationships of the Company and each subsidiary with each of the customers, suppliers, distributors and other persons with whom the Company or any subsidiary has material business relations, and (y) among other things, the Company shall not, and shall not permit any subsidiary to, directly or indirectly, take any of the following actions (subject in each case to certain exceptions specified in the merger agreement):

Amend its organizational documents;

Issue, sell, transfer, encumber, modify the terms of or otherwise dispose, or authorize, commit, propose or agree to the issuance, sale, transfer, encumbrance, modification of the terms of or other disposition of, any shares of its capital stock or other equity interests of the Company, or securities convertible into or exchangeable for any shares of any class or series of its capital stock or other equity interests of the Company;

Declare, set aside, establish a record date for, make or pay any dividend or other distribution or enter into any voting or registration agreement with respect to its capital stock or other securities;

Reclassify, combine, split, adjust, subdivide or redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities;

Acquire any interest in any person or any division thereof or any assets thereof or enter into any joint venture, legal partnership or similar arrangement with any person;

Make any loans, advances or capital contributions to or investments in any person in excess of $50,000 in the aggregate;

Redeem, repurchase, prepay, defease, cancel, incur, assume or otherwise acquire, or modify the terms of, any indebtedness or issue or become liable for any debt securities or indebtedness;

Grant any encumbrance on any of its assets, tangible or intangible;

Sell, transfer, lease, abandon, exchange, mortgage, pledge, guarantee, license, assign or otherwise dispose of or encumber any Company entity, business, assets, rights or properties;

Authorize, incur or make any commitment with respect to any single capital expenditure in excess of $150,000 or $350,000 in the aggregate;

Enter into any new line of business or materially change any existing line of business;

Grant any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor or waive, release, grant or transfer any right of material value;

Increase the compensation or benefits of, or pay any special bonus or any special remuneration to, any employees, officers, directors, or other service providers;

Enter into, adopt, amend, modify or terminate any benefits plan;

Hire any new employees having a base salary opportunity in excess of $125,000;

Enter into any change in control, severance or similar agreement or any retention or similar agreement with any officer, employee, director or independent contractor;

Enter into any collective bargaining contract or agreement to form a work council or other agreement with any labor organization or works council;

Change accounting principles, policies, practices or methods or revalue in any material respects any property or assets;

Take certain actions with respect to tax matters, including any change in material tax elections or methods;

Settle, release, discharge, waive or compromise certain litigation;

Enter into, terminate, renew, extent or materially amend or modify or waive any rights or obligations under any material contract;

Fail to maintain in full force and effect material insurance policies;

Adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, capitalization or other reorganization;

Enter into, adopt or implement any “poison pill” or similar stockholder rights plan;

Sell, assign or transfer, or grant any license with respect to, its or a subsidiary’s intellectual property, abandon or cease to prosecute or maintain its intellectual property that is material to the conduct of the business, or disclose any trade secrets or other material confidential information;

Engage in any transaction or enter into any agreement with any affiliate of the Company that would require disclosure pursuant to Item 404 of Regulation S-K;

Effectuate an employee layoff event affecting in whole or in part any site of employment, facility, operating unit or employee; or

Commit, authorize or agree to take any of the foregoing actions.

No Solicitation

Under the merger agreement, Symmetry is generally not permitted to solicit or discuss acquisition proposals with third parties, subject to certain exceptions.

For purposes of the merger agreement:

An “acquisition proposal” is any inquiry, proposal or offer relating to (i) any purchase or other acquisition by any third party of 15% or more of the equity interests in the Company (by vote or by value), (ii) any merger, consolidation, business combination, reorganization, share exchange or similar transaction involving any third party and the Company or any subsidiary, (iii) any direct or indirect sale of assets, recapitalization, equity investment, joint venture, liquidation, dissolution, purchase, acquisition, license or other transaction that would result in any third party acquiring assets (including capital stock of or interest in any subsidiary or affiliate of the Company) constituting, accounting for or otherwise representing, directly or indirectly, 15% or more of the net revenues, net income or cash flows (for the 12-month period ending on the last day of the Company’s most recently completed fiscal quarter) or total assets (based on fair market value) of the Company and its subsidiaries, taken as a whole, (iv) any tender offer, self-tender or exchange offer or other transaction that, if consummated, would result in any third party beneficially owning 15% or more of the outstanding equity interests in the Company or any subsidiary or any resulting parent company of the Company (by vote or by value) or (v) any combination of the foregoing, in each case whether in one transaction or a series or related transactions and whether directly or indirectly.

A “superior proposal” is an unsolicited bona fide written acquisition proposal that is fully financed or has fully committed financing (with all of the percentages included in the definition of “acquisition proposal” increased to 50% for the purposes of this definition) which does not arise out of or result from any violation of the Company’s non-solicitation obligations and which the Board determines in good faith, after consultation with an independent financial advisor and outside legal counsel, and after taking into consideration all of the terms and conditions thereof and all legal, financial, regulatory and other aspects of (including the person making) such acquisition proposal and the merger agreement (in each case taking into account any revisions to the merger agreement made or proposed in writing by Parent prior to the time of determination or in response to such acquisition proposal), including breakup fee and expense reimbursement provisions, (i) is reasonably likely to be consummated in accordance with its terms on a timely basis and (ii) is more favorable to the stockholders of the Company from a financial point of view than the merger and the other transactions provided for in the merger agreement.

Except as otherwise provided in the merger agreement, from the date of the merger agreement and continuing until the effective time of the merger or, if earlier, the termination of the merger agreement in accordance with its terms, Symmetry will not, and will not instruct, authorize or permit any of their respective representatives to, directly or indirectly:

Solicit, initiate, facilitate, assist, induce or knowingly encourage any inquiries regarding or the making, submission or announcement of any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;

Approve, endorse or recommend any proposal, offer or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal;

Approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement constituting or relating to an acquisition proposal or any proposal, offer or inquiry that is intended to or would reasonably be expected to lead to an acquisition proposal;

Resolve, agree or propose to do any of the foregoing.

The actions described in the sixth bullet set forth above may be taken by the Company at any time prior to the receipt of the stockholder approval, solely to the extent that (i) the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (ii) the scope of such action is limited to allowing such person to make an unsolicited confidential acquisition proposal to the Board in accordance with and not in violation of the Company’s non-solicitation obligations.

At any time before the stockholder approval is obtained, in the event that (i) Symmetry receives a written acquisition proposal that the Board believes in good faith to be bona fide and such acquisition proposal has not been withdrawn; (ii) such acquisition proposal was unsolicited and did not otherwise result from a breach of the Company’s non-solicitation obligations; (iii) the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal; and (iv) the Board determines in good faith, after consultation with outside legal counsel, that the failure to take actions set forth below would be inconsistent with the directors’ fiduciary duties under applicable law, then Symmetry may:

Participate in discussions or negotiations with the person making such acquisition proposal regarding such acquisition proposal.

Symmetry will promptly and, in any event, within twenty-four hours of receipt, notify Parent in writing if any inquiries, proposals or offers with respect to, constituting or that are reasonably expected to lead to an acquisition proposal are received by, or any non-public information is requested from, or any discussions or negotiations are sought to be initiated or continued with Symmetry, any of its subsidiaries or any of Symmetry’s representatives indicating, in connection with such notice, (i) the identity of the person or persons making such inquiry, indication, request for information or discussion, offer or proposal; and (ii) the material terms and conditions of and facts surrounding any requests, inquiries, proposals or offers (including, if applicable, copies of any written requests, inquiries, proposals or offers, including proposed agreements). In addition, Symmetry will keep Parent reasonably informed, on a prompt basis, of the status, terms and details (including, within twenty-four hours after the occurrence of any amendment, modification, development, discussion or negotiation) of any such acquisition proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions (including any amendments thereto) and the status of any such discussions or negotiations. Furthermore, Symmetry will (i) promptly (and in any event within twenty-four hours) notify Parent if it determines to begin providing information or to engage in discussions or negotiations concerning an acquisition proposal pursuant to the terms of the merger agreement and (ii) promptly provide to Parent (and in any event within twenty-four hours after receipt or delivery thereof) copies of all draft agreements (and any other written material to the extent such material contains any financial terms, conditions or other material terms relating to any acquisition proposal) sent by or provided to Symmetry or any of its representatives in connection with any acquisition proposal.

Adverse Recommendation Changes

As described in the section entitled “The Merger — Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 46, and subject to the provisions described below, the Board has made the recommendation that the holders of shares of our common stock vote “ FOR ” the proposal to adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement. The merger agreement provides that the Board will not make an “adverse recommendation change” except as described below.

Except as expressly provided in the merger agreement, at any time after the execution and delivery of the merger agreement, neither the Board nor any committee thereof will:

Withhold or withdraw (or publicly propose or resolve to withhold or withdraw) or, in any manner adverse to Parent or Merger Sub, qualify, amend or modify (or publicly propose or resolve to qualify, amend or modify) the Board’s recommendation in favor of the merger;

Fail to include the Board’s recommendation in favor of the merger in this proxy statement;

Fail to publicly reaffirm the Board’s recommendation in favor of the merger within five business days after Parent so requests in writing or, if the meeting of stockholders is scheduled to be held within five business days of such request, within one business day after such request and in any event prior to the date of the meeting of stockholders (provided, that Parent may not make such a

request on more than three occasions unless any such request relates to the announcement or commencement of an acquisition proposal or any material change thereto);

Approve, adopt or recommend or propose (publicly or otherwise) to approve, adopt or recommend, or otherwise declare advisable, any acquisition proposal; or

We refer to any action described in the preceding bullets as an adverse recommendation change.

Other than in connection with an acquisition proposal, make any intervening event change of recommendation in connection with the occurrence of any intervening event, if as a result of such intervening event, the Board determines in good faith, after consultation with outside legal counsel, that such intervening event continues to exist, such intervening event necessitates an adverse recommendation change and failure to make an adverse recommendation change in response to such intervening event would be inconsistent with its fiduciary duties under applicable law, taking into account any revisions to the merger agreement made or proposed in writing by Parent (provided that the Company has complied in all respects with its non-solicitation obligations).

Before the Board may make an adverse recommendation change with respect to an acquisition proposal, (i) the Board must determine in good faith, after consultation with its independent financial advisor and outside legal counsel, that such acquisition proposal constitutes a superior proposal and that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, (ii) the Company must be in compliance in all respects with its non-solicitation obligations, (iii) the Company must provide prior written notice to Parent at least five business days in advance to the effect that the Board has received a superior proposal and has resolved to effect an adverse recommendation change or to terminate the merger agreement, which notice must specify the basis for such adverse recommendation change or termination, including the identity of the person making the superior proposal and the material terms and conditions thereof, and must include copies of all relevant documents relating to such superior proposal, (iv) the Company must, and must cause its financial and legal advisors to, during the notice period, negotiate with Parent and Parent’s representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the merger agreement so that such acquisition proposal would cease to constitute a superior proposal, and (v) at or following the end of such notice period, the Board must continue to determine in good faith, after consultation with an independent financial advisor and outside legal counsel, that such acquisition proposal continues to be a superior proposal and that failure to take such action would continue to be inconsistent with the directors’ fiduciary duties under applicable law (in each case taking into account any revisions to the merger agreement made or proposed in writing by Parent).

Employee Benefits

During the 12-month period commencing on the closing date, Parent has agreed to provide, or cause the surviving corporation to provide, to each continuing employee an annual base salary or wage level that, in each case, is substantially similar to the base salary or wage level, as applicable, that such continuing employee received from Symmetry as of immediately prior to the effective time of the merger. In addition, during such 12-month period, Parent has agreed to, or to cause the surviving corporation to, maintain employee benefits that are no less favorable in the aggregate than the benefits that were in effect immediately prior to the effective time of the merger.

All periods of service with the Company or any Company subsidiary, as applicable, or any predecessor entity thereto, by any continuing employee prior to the closing date will be credited for eligibility, participation and vesting purposes under the employee benefit and compensation plans, programs, agreements and arrangements (other than for purposes of benefit accrual under any defined benefit pension plan) and for purposes of calculating benefits under any severance, sick leave or vacation plans of Parent or its subsidiaries, except where such crediting would result in duplication of benefits. The purchaser plans shall not deny continuing employees’ coverage on the basis of pre-existing conditions to the extent such conditions were waived or satisfied under similar Company plans immediately prior to the closing and shall credit such continuing employees for any deductibles and out-of-pocket expenses paid prior to the closing date in satisfying any deductibles and out-of-pocket expenses in the applicable plan year to which such deductibles and out-of-pocket expenses relate.

The provisions of the merger agreement summarized in this section do not create any right in any person other than the parties to the merger agreement, including any employee, former employee or any participant in or beneficiary of any employee benefit plan or arrangement of the Company, Parent or their respective subsidiaries.

Efforts to Close the Merger

The Company, Parent and Merger Sub agreed to cooperate and use their respective commercially reasonable efforts to consummate the transactions contemplated by the merger agreement and to cause the conditions to the merger to be satisfied.

Indemnification and Insurance

Other Covenants

Stockholders Meeting

Symmetry has agreed to duly call, convene and hold a meeting of stockholders as promptly as practicable after the date of the merger agreement following the clearance of this proxy statement by the SEC for the purpose of voting upon the proposal to adopt the merger agreement, and has agreed to schedule the special meeting to be held no later than 45 days following the clearance of this proxy statement by the SEC. Unless there has been an adverse recommendation change that is permitted under the merger agreement, Symmetry must use reasonable best efforts to solicit the required stockholder approval. Symmetry may not adjourn, postpone or call a recess of such meeting of stockholders without the prior

written consent of Parent. If, on the date for which the meeting of stockholders is scheduled, Symmetry has not received proxies representing sufficient votes to obtain the stockholder approval or a quorum for such meeting, Symmetry will, at Parent’s request, postpone or adjourn the meeting of stockholders solely for the purpose of and for the minimum time reasonably necessary to obtain the stockholder approval.

Conditions to the Closing of the Merger

The receipt of stockholder approval;

The obligations of Parent and Merger Sub to effect the merger are also subject to satisfaction (or waiver by Parent) at or prior to the closing of the following conditions:

The Company’s performance of or compliance with the Company’s agreements and covenants under the merger agreement in all material respects;

Parent’s receipt of a certificate signed by an executive officer of the Company confirming the satisfaction of the conditions set forth in the bullets above; and

The obligation of the Company to effect the merger is also subject to satisfaction (or waiver by the Company) at or prior to the closing of the following conditions:

The truth and correctness at signing and closing (or such earlier date expressly stated in any representation or warranty) of the representations and warranties of Parent and Merger Sub set forth in the merger agreement, except for failures to be true and correct which would not, individually or in the aggregate, prevent or materially delay the ability of Parent and Merger Sub to consummate the merger;

Parent’s and Merger Sub’s performance of or compliance with Parent’s and Merger Sub’s agreements and covenants under the merger agreement in all material respects; and

The Company’s receipt of a certificate signed by an executive officer of Parent confirming the satisfaction of the conditions set forth in the bullets above.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the receipt of stockholder approval, in the following ways:

By mutual written consent of Parent and the Company;

By either Parent or the Company:

○

By the Company:

○

Company’s covenants, and accuracy of the Company’s representations and warranties, respectively) failing to be satisfied;

○

If, prior to receiving stockholder approval (i) so long as the Company has complied with its non-solicitation obligations, the Board has authorized the Company to enter into a definitive agreement to consummate an acquisition transaction contemplated by a superior proposal, (ii) the Company enters into a definitive agreement in connection with such superior proposal substantially concurrently with such termination and (iii) the Company pays to Parent the termination fee of $5.6 million; or

○

By Parent:

○

If, prior to receiving stockholder approval, the Company provides notice to Parent that the Company intends to terminate the merger agreement as a result of a superior proposal;

○

If, prior to receiving stockholder approval, the Board (or any committee thereof) effects an adverse recommendation change or intervening event change of recommendation;

○

Termination Fee

The Company is required to pay Parent a termination fee of $5.6 million (less any Parent expenses previously paid – see “Expense Reimbursement” on page 94 below), at the times set forth in the merger agreement, if the merger agreement is terminated under the following circumstances:

only, all percentages in the definition of acquisition proposal contained in the merger agreement are replaced with 50%.

Expense Reimbursement

If the merger agreement is terminated either by Parent or the Company pursuant to the third bullet described under “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement—By either Parent or the Company” beginning on page 91, under circumstances in which the termination fee is not then payable pursuant to the third bullet in the immediately preceding section, the Company has agreed to pay all of the reasonable and documented out-of-pocket fees and expenses incurred by Parent and Merger Sub in connection with the merger agreement and transactions contemplated thereby, up to a maximum amount of $2.75 million. As noted above, the subsequent payment of any termination fee by the Company to Parent would be reduced by any expense reimbursement amount previously paid pursuant to this provision.

Specific Performance

Fees and Expenses

Except as specified in “Expense Reimbursement” above, whether or not the merger is consummated, each party to the merger agreement is responsible for all of its respective costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby.

Amendment

Generally, the merger agreement may be amended in writing at any time prior to the effective time of the merger. No amendment will be submitted to be approved by stockholders unless required by law.

Governing Law

The merger agreement is governed by Delaware law.

PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

The Adjournment Proposal

We are asking you to approve a proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. If our stockholders approve the adjournment proposal, we could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against adoption of the merger agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the adoption of the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the merger agreement. Additionally, we may seek to adjourn the special meeting if a quorum is not present at the special meeting.

Vote Required and Board Recommendation

The Board believes that it is in the best interests of Symmetry and its stockholders to be able to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in respect of the proposal to adopt the merger agreement if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The Board unanimously recommends that you vote “ FOR ” the proposal to approve one or more adjournments of the special meeting.

MARKET PRICES AND DIVIDEND DATA

	High		Low
2014
Fourth Quarter	$	7.96	$	7.30
2015
First Quarter	$	8.17	$	7.15
Second Quarter	$	9.21	$	6.83
Third Quarter	$	9.20	$	7.87
Fourth Quarter	$	9.74	$	8.38
2016
First Quarter	$	11.69	$	8.00
Second Quarter (through May 27, 2016)	$	13.50	$	9.72

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Unless otherwise indicated, and subject to community property laws where applicable, the individuals named in the following table have sole voting and investment power with respect to all shares of the Company’s common stock shown as beneficially owned by them. Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options held by that individual or entity that are either currently exercisable or exercisable within 60 days from May 27, 2016 are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Except as otherwise indicated in the table below, addresses of named beneficial owners are c/o Symmetry Surgical Inc., 3034 Owen Drive, Antioch, Tennessee 37013.

Name	Current Beneficial Holdings	Shares Subject to Options	Total	Percent Owned
Named Executive Officers
Thomas J. Sullivan	441,955	0	441,955	4.12%
David C. Milne	161,090	0	161,090	1.50%
Scott D. Kunkel	74,956	0	74,956	*
Non-Employee Directors
Craig B. Reynolds ⁽¹⁾	64,784	0	64,784	*
James S. Burns ⁽²⁾	56,909	0	56,909	*
Robert G. Deuster ⁽³⁾	54,209	0	54,209	*
John S. Krelle ⁽⁴⁾	56,171	0	56,171	*
Francis T. Nusspickel ⁽⁵⁾	58,801	0	58,801	*
Directors & Executive Officers as a Group ⁽⁶⁾ (10 persons)	1,095,683	0	1,095,683	10.20%

* Less than one percent of the Company’s outstanding common stock.

⁽¹⁾