Wright Medical, Tornier to Combine in All-Stock Deal

Medical-device companies Wright Medical Group Inc. and Tornier NV agreed to combine in an all-stock deal that would move Wright's headquarters to the Netherlands from the U.S.

A number of U.S.-based health-care companies disclosed plans this year to acquire a European counterpart in order to incorporate overseas and thus take advantage of a lower tax rate. But the Obama administration moved to stem that wave of corporate inversions by unveiling new tax rules.

In the case of the complicated deal between Wright Medical and Tornier, which both make orthopaedic devices, Wright's shares will be exchanged for 1.0309 shares of Netherlands-based Tornier.

The combined company will be called Wright Medical Group NV and will be led by Wright's CEO, Robert Palmisano, but it will be based in the Netherlands, with a U.S. home at Wright's current Memphis, Tenn., base.

Wright shareholders will own about 52% of the combined company, while Tornier investors will have 48%. The companies said their combined equity value is about $3.3 billion.

Tornier CEO David Mowry will be chief operating officer of the combined company.

Wright makes extremity and surgical tools, while Tornier makes tools for surgeons who treat musculoskeletal injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot.

Write to Lauren Pollock at [e-mail]

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