8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2016

WRIGHT MEDICAL GROUP N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	1-35065	98-0509600
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands	None
(Address of principal executive offices)	(Zip Code)

(+ 31) 20 521-4777

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On July 8, 2016, Tornier SAS (the “Company”), a limited liability company organized under the laws of France and wholly-owned subsidiary of Wright Medical Group N.V. (“Wright”), entered into a binding offer letter (the “Letter”) with Corin Orthopaedics Holdings Limited (the “Buyer”) pursuant to which the Buyer provided the Company a binding promise to purchase substantially all of the Company’s assets related to its hip and knee, or “large joints”, business (the “Large Joints Business”) for approximately €29.7 million in cash subject to adjustments and on the terms set forth in the Letter (the “Binding Offer”). Subject to the terms and conditions of the Letter, including following a consultation process with the Company’s employee works council and health and safety committee in France and the issuance or deemed issuance of the opinions of the works council and health and safety committee, the Company would be able to accept the Binding Offer and the parties would thereafter execute a business sale agreement (the “Sale Agreement”), transitional services agreement (the “Transitional Services Agreement”), supply agreement (the “Supply Agreement”) and other ancillary agreements required to implement the transaction (collectively, the “Transaction Documents”). The transaction would be expected to close by the end of the third quarter or early in the fourth quarter of 2016, subject to customary closing conditions.

Under the terms of the Letter, the Company agreed to initiate and conduct diligently the information and consultation process of its works council and health and safety committee in relation to the transaction, with a view to that process being completed in as short a period as is reasonably practicable. Under French law, the Company is not permitted to accept the Binding Offer or to enter into the Sale Agreement to sell the Large Joint Business until these mandatory information and consultation procedures have been completed. At the conclusion of this process, the Company’s works council and health and safety committee will deliver or be deemed to deliver opinions on the transaction. The Company’s works council and health and safety committee have no power to veto the transaction and the Company may accept the Binding Offer even if the Company’s works council or health and safety committee delivers a negative opinion on the transaction.

The Binding Offer expires five business days following the date on which the Company’s works council and health and safety committee have issued or are deemed to have issued their opinions in respect of the transaction, but in any event no later than November 14, 2016 (the “Expiration Date”) and is conditioned only on no “material adverse change” (as defined in the Letter) occurring before the Expiration Date. The Expiration Date may be extended if there is a dispute regarding whether a material adverse change has occurred. Until the Expiration Date, the Company has agreed, among other things, not to, directly or indirectly, enter into discussions or negotiations regarding the sale of the Large Joints Business with any third party or accept any offer from any third party to purchase or otherwise transfer, directly or indirectly, the Large Joints Business. In addition, the Company has agreed to use its best efforts to operate the Large Joints Business in the ordinary course and consistent with past practice. If the Company fails to provide a written acceptance notice or enter into the Transaction Documents once the Company’s works council and health and safety committee have issued or are deemed to have issued their opinions, the Company may be required to reimburse the Buyer’s reasonable costs incurred in connection with the preparation, negotiation and implementation of the transaction, up to € 500,000.

Under the terms of the Purchase Agreement, the Company would divest and sell substantially all of its Large Joints Business assets and certain other assets and liabilities to the Buyer for approximately €29.7 million in cash, subject to a working capital and other adjustments. The Purchase Agreement would contain various customary representations, warranties and covenants and the Company would agree to indemnify the Buyer for any breaches thereof, subject to specified time and amount limits and other exceptions. Under the terms of the Transitional Services Agreement, the Company would agree to provide the Buyer certain support services for a transitional period of time, including services related to quality, clinical and regulatory, compliance, sales and marketing, research and development, finance, human resources and information technology support. Under the terms of the Supply Agreement, the Company would agree to manufacture certain of the large joint products for the Buyer.

The foregoing description of the Letter is qualified in its entirety by reference to the Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 11, 2016, Wright issued a press release announcing the Binding Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the United States Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

To supplement Wright’s consolidated financial statements prepared in accordance with United States generally accepted accounting principles (GAAP) and for internal budgeting and resource allocation process, Wright uses certain non-GAAP financial measures, including EBITDA from continuing operations, as adjusted, which is included in the press release furnished as Exhibit 99.1 to this report. EBITDA is calculated by adding back to net loss from continuing operations charges for interest, benefit (provision) from income taxes, depreciation, and amortization expenses. EBITDA, as adjusted, is calculated by excluding non-cash share-based compensation expense, non-operating income and expense, as well as the following applicable adjustments: non-cash inventory step-up amortization, non-cash interest expense related to convertible notes due 2017 and convertible notes due 2020, mark-to-market adjustments of derivatives, transaction and transition costs, BioMimetic contingent value right mark-to-market adjustments, and income tax effects of the foregoing.

Wright uses non-GAAP financial measures in making operating decisions because Wright believes these measures provide meaningful supplemental information regarding its core operational performance and give it a better understanding of how it should invest in research and development activities and how it should allocate resources to both ongoing and prospective business initiatives. Wright uses non-GAAP financial measures to help make budgeting and spending decisions, for example, between research and development and selling, general and administrative expenses. Additionally, management is evaluated on the basis of certain non-GAAP financial measures when determining achievement of their performance incentive plan compensation targets. Further, non-GAAP financial measures, such as EBITDA from continuing operations, as adjusted, facilitate management’s internal comparisons to both historical operating results and to competitors’ operating results by factoring out potential differences caused by charges not related to Wright’s regular, ongoing business, including without limitation, non-cash charges, certain large and unpredictable charges, acquisitions and dispositions, legal settlements, and tax positions.

Wright excludes the items described above from EBITDA from continuing operations, as adjusted, primarily because they are not reflective of its ongoing operating results, and they are not used by management to assess the core profitability of Wright’s business operations. Additionally, because these are primarily non-cash expenses, they do not impact operational performance, liquidity, or the ability to invest in research and development and to fund acquisitions and capital expenditures. Wright further believes that excluding these items is useful to investors in that it allows for period-over-period comparability.

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of EBITDA from continuing operations, as adjusted may differ from the definitions of other companies using the same or similar names limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with Wright’s financial results as determined in accordance with GAAP. These measures should only be used to evaluate Wright’s financial results in conjunction with the corresponding GAAP measures. Accordingly, Wright qualifies its use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

With respect to Wright’s 2016 financial guidance regarding adjusted EBITDA from continuing operations, Wright cannot provide a quantitative reconciliation to the most directly comparable GAAP measure without unreasonable effort due to its inability to make accurate projections and estimates related to certain information needed to calculate some of the adjustments. However, Wright has described in the press release the anticipated differences between this non-GAAP financial measure and the most directly comparable GAAP measure qualitatively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1*	Binding Offer Letter dated July 8, 2016 between Tornier SAS and Corin Orthopaedics Holdings Limited (filed herewith)
99.1	Press Release dated July 11, 2016 (furnished herewith)

* The schedules to the Letter have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Wright will furnish copies of any such schedules to the United States Securities and Exchange Commission upon request.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the use of words such as “expect,” “could,” “may,” “will,” “continue,” “future,” other words of similar meaning, and the use of future dates. Forward-looking statements in this report include, but are not limited to, statements about the sale of the Large Joints Business and the anticipated timing thereof. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing and completion of the transaction; the possibility that various conditions to the Company’s ability to accept the Binding Offer or complete the transaction may not be satisfied or waived; disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; the possibility that the transaction may take longer, be more difficult, time-consuming or costly to accomplish than expected; business disruption following completion of the transaction, including adverse effects on employee retention and on Wright’s business relationships with third parties; transaction costs; actual or contingent liabilities; and other general business risks and uncertainties, including those identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K for the year ended December 27, 2015 filed by Wright with the SEC on February 23, 2016. Investors should not place considerable reliance on the forward-looking statements contained in this report. Investors are encouraged to read Wright’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this report speak only as of the date of this report, and Wright undertakes no obligation to update or revise any of these statements. Wright’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 11, 2016	WRIGHT MEDICAL GROUP N.V.
	By:	/s/ Lance A. Berry
	Name:	Lance A. Berry
	Title:	Senior Vice President and Chief Financial Officer

WRIGHT MEDICAL GROUP N.V.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
2.1*	Binding Offer Letter dated July 8, 2016 between Tornier SAS and Corin Orthopaedics Holdings Limited	Filed herewith
99.1	Press Release dated July 11, 2016	Furnished herewith

* The schedules to the Letter have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Wright will furnish copies of any such schedules to the United States Securities and Exchange Commission upon request.

EX-2.1

Exhibit 2.1

[On the letterhead of Corin Orthopaedics Holdings Limited]

8^th July 2016

Tornier SAS (“Tornier”)

161, rue Lavoisier

38330 Montbonnot-Saint-Martin

France

Attention: Président

Strictly private and confidential – Project Arc

Dear Lance,

Binding offer to purchase the Arc Business (promesse unilatérale d’achat)

We (the “Buyer”) refer to our indication of interest dated 30 March 2016 and our offer letter dated 6 May 2016 regarding the acquisition of Tornier’s hip and knee orthopaedic implant business (the “Arc Business”) by a wholly-owned subsidiary of Corin Orthopaedics Holdings Limited (the “Transaction”).

We also refer to the letter dated 18 May 2016 (as amended) under which you granted to us an exclusivity period for the negotiation of the agreements required to implement the Transaction. The purpose of the exclusivity letter was to enable us to: (i) complete our confirmatory due diligence on the Arc Business, and (ii) submit a final and binding offer to acquire the Arc Business, so as to enable Tornier to obtain the opinions of its works council and health and safety committee on the Transaction.

We now hereby confirm that we have completed our confirmatory due diligence on the Arc Business and are willing to make a binding offer to purchase the Arc Business (promesse unilatérale d’achat) on the terms of this letter.

Capitalised terms used in this letter, unless otherwise defined herein, shall have the meaning given to them in the BSA (as defined below).

1. Binding Offer

We hereby promise to Tornier (the “Beneficiary”) to purchase the Arc Business (as fully described in clause 2 of the BSA) for a headline purchase price (the “Purchase Price”) of € 29,675,000 (subject to a deduction for retained working capital of € 8,600,000 to give a net closing purchase price of € 21,075,000 subject to post-closing adjustments) and otherwise on the terms of this letter and of the business sale agreement (the “BSA”) and other ancillary agreements required to implement the Transaction (collectively the “Transaction Documents”) (the “Binding Offer”). A copy of the signed debt and equity financing commitments evidencing our ability to pay the Purchase Price is set out in Schedule 1. The final form of the Transaction Documents is attached to our email of 8th July 2016. The Binding Offer is conditional only on paragraph 2 of this letter. The Beneficiary accepts the benefit of the Binding Offer as an offer (promesse unilatérale d’achat) only and reserves the right at its sole discretion to accept it or not.

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2. Condition to Binding Offer

The Binding Offer is conditional only on no Material Adverse Change occurring between the date of this letter and the Expiration Date (as defined in paragraph 5).

In this paragraph 2, “Material Adverse Change” means any adverse changes in or events affecting the Arc Business which occur between the date of this letter and the Expiration Date (as defined in paragraph 5) which would result in a decrease in the revenues of the Arc Business of 25% or more in the year following the date of the occurrence of the Material Adverse Change compared to the pro rata FY2016 forecast revenues (as presented in the Data Room) for that year, provided that a Material Adverse Change shall in any event be deemed to exclude changes and events:

(a) relating to or which affect generally the industries and markets in which the Arc Business operates (including the French domestic and global orthopaedic implants industry);

(b) relating to macroeconomic factors, such as interest rates, foreign exchange rates or general financial market conditions in France or globally;

(c) relating to changes in Applicable Laws, generally accepted accounting principles or official interpretations of the foregoing, where “Applicable Laws” means, with respect to any person, any law, rule, regulation or decree of any governmental or regulatory authority that applies to that person and any judgement, order, notice or decision of such governmental or regulatory authority that is legally binding on that person;

(d) resulting from any act or omission by the Beneficiary that the Buyer has approved in writing or that is expressly contemplated by the Transaction Documents; or

(e) resulting from the announcement of the Transaction.

Either party shall immediately notify the other party of the occurrence of any Material Adverse Change of which it becomes aware between the date of this letter and the Expiration Date.

The Buyer shall have five (5) Business Days from sending or receiving notice of the occurrence of the Material Adverse Change to notify to the Beneficiary whether it wishes to rely on that Material Adverse Change to withdraw the Binding Offer, failing which the Buyer shall be deemed to have waived its right to withdraw the Binding Offer (which shall remain open for acceptance by the Beneficiary). If the Buyer notifies the Beneficiary that it wishes to rely on the Material Adverse Change to withdraw the Binding Offer, the Beneficiary shall have five (5) Business Days from the date of receipt of the Buyer’s notification to serve notice on the Buyer that it disputes the Material Adverse Change (an “Objection Notice”). If no Objection Notice is served by the Beneficiary, the parties shall be deemed to have agreed that a Material Adverse Change has occurred and the Binding Offer shall be deemed immediately withdrawn.

If an Objection Notice is served by the Beneficiary, the Buyer and the Beneficiary shall use their reasonable endeavours to reach agreement within ten (10) Business Days from the date of service of that Objection Notice as to whether a Material Adverse Change has occurred. If the Beneficiary and the Buyer fail to reach agreement within that ten (10) Business Day period, either party shall be entitled to refer the matter(s) in dispute to EY (formerly Ernst & Young) or if, EY is unwilling or unable to act, to an independent expert appointed on the application of either party by the International Centre for Expertise of the International Chamber of Commerce of Paris (France) (the “Expert”) for determination. The Expert shall determine the dispute as an expert (and not as an arbitrator) within two (2) calendar months from the date of its appointment and its decision shall be final and binding upon the parties. The fees of the Expert shall be borne by the party whose proposed determination deviates from the determination finally made by the Expert. The parties shall co-operate in good faith to give to each other and to the Expert all information and

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explanations as are reasonably required for the determination of the dispute as to whether a Material Adverse Change has occurred. If the Expert determines that a Material Adverse Change has occurred, the Binding Offer shall be deemed immediately withdrawn. If the Expert determines that a Material Adverse Change has not occurred, the Binding Offer shall remain open for acceptance by the Beneficiary in accordance with paragraph 5.

3. Representations and warranties of the Buyer

The Buyer hereby warrants to the Beneficiary in accordance with the terms of clauses 5.1 to 5.6 of the BSA as if such clauses were incorporated in this Binding Offer, and any reference in those clauses to “this Agreement” (or a similar expression) shall be deemed to be a reference to this Binding Offer.

4. Ordinary course

Between the date of this letter and the signing of the BSA, the Beneficiary shall use its best endeavours (obligation de moyens) to operate the Arc Business in the ordinary course and consistently with past practice.

5. Acceptance Notice

The Beneficiary shall be entitled to accept the Binding Offer by delivering to the Buyer a written notice in the form attached hereto as Schedule 2 (the “Acceptance Notice”), at any time until five (5) Business Days (at 5 p.m., Paris time) following the date on which the works council and health and safety committee of Tornier have issued or are deemed to have issued their opinions in respect of the Transaction in accordance with French law, but in any event no later than 14 November 2016 (the “Expiration Date”) unless on the Expiration Date the parties are in dispute under paragraph 2 as to whether a Material Adverse Change has occurred in which case the Expiration Date shall be the date on which that dispute is finally settled or determined in accordance with paragraph 2 plus ten (10) days.

The Acceptance Notice shall confirm the issue or deemed issue of the opinions of the works council and health and safety committee of Tornier in respect of the Transaction. The date on which the Beneficiary delivers the Acceptance Notice to the Buyer hereunder shall be the “Acceptance Date”.

Following receipt of the Acceptance Notice, the Buyer and the Beneficiary shall meet on the date (being a Business Day falling not less than ten (10) days after the date of the Acceptance Notice, unless the Acceptance Notice is received during August 2016 in which case the Buyer and the Beneficiary shall meet on the date being a Business Day falling not less than twenty (20) days after the date of the Acceptance Notice) and at the place specified in the Acceptance Notice to sign or procure the signature of the Transaction Documents in the form attached to our email of 8th July 2016 without any amendment or variation, except for terms which have been subsequently defined, completed or modified with the agreement of the Buyer and the Beneficiary.

The Binding Offer is indivisible and can only be accepted in respect of all and not part only of the Arc Business. The Binding Offer shall terminate on the Expiration Date, unless an extension is agreed between the Buyer and the Beneficiary. Any such termination shall be automatic and immediate (de plein droit et sans formalités) without any compensation being owed to any of the Beneficiary or the Buyer (but without prejudice to any liability for prior breaches of the Binding Offer and subject to paragraph 11.6). The Binding Offer shall in any event terminate on the signature of the Transaction Documents.

The Buyer may not withdraw (rétracter) the Binding Offer for any reason other the occurrence of a Material Adverse Change between the date of this letter and the Expiration Date.

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6. Exclusivity

From the date of this Binding Offer and until the Expiration Date, the Beneficiary shall not, and shall procure that none of its managers, directors, employees or representatives shall, either directly or indirectly, enter into discussions or negotiations regarding the Transaction with any third party, or accept any offer from any third party to purchase or otherwise transfer, directly or indirectly, the Arc Business.

7. Information and consultation process

Following the signing of this Binding Offer, the Beneficiary shall initiate and conduct diligently the information and consultation process of its works council and health and safety committee in relation to the Transaction, with a view to that process being completed in as short a period as is reasonably practicable.

The Buyer and its managers, directors, employees, agents, representatives and any other person acting on its behalf, shall co-operate with the Beneficiary as may be reasonably required with respect to the information and consultation process of the works council and health and safety committee, including by providing any document or information relating to the Buyer and its group so as to address any issue raised by the works council or the health and safety committee.

The Beneficiary shall keep the Buyer informed in a timely manner of the progress of the information and consultation process and, as appropriate, shall allow the Buyer to participate in any meeting as may be required by the works council or the health and safety committee.

8. Filing with French Ministry of the Economy

Immediately following the execution of this Binding Offer, the Buyer shall cause the letter set out in Schedule 3 to be sent to the French Ministry of the Economy on a confidential basis. Neither party hereto shall make any further communication to the French Ministry of the Economy concerning the Transaction without the prior written consent of the other party (not to be unreasonably withheld or delayed).

9. Further assurance

To the extent that the BSA and any of the other Transaction Documents are incomplete as at the date of this letter, including but not limited to the Distribution Agreement and certain schedules to the BSA (such as the schedule containing the Tactical Plan and the schedule for the allocation of the Closing Purchase Price between the Arc Business Assets), the parties shall work together in good faith so as to complete and agree upon the final terms of those Transaction Documents (including their schedules) as soon as possible following the date of this letter.

10. No binding obligation to sell

For the avoidance of any doubt, the Beneficiary accepts the benefit of the Binding Offer without accepting any obligation to deliver an Acceptance Notice. The Buyer acknowledges that, until an Acceptance Notice is delivered to the Buyer, the Beneficiary shall not be bound by any obligation of any nature whatsoever to proceed with the Transaction.

11. General provisions

11.1 Confidentiality

The provisions of the confidentiality and non-disclosure agreement dated 2 March 2016 (the “NDA”) shall continue to apply, save that the solicitation by the Buyer of those Transferred Employees located in the French Plant who do not dedicate a majority of their

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time to the Arc Business (with a view to those Transferred Employees transferring voluntarily to the Buyer on the Effective Date) shall not be deemed to be a breach of paragraph 4 of the NDA (Non-solicitation).

11.2 Announcements

Neither party hereto shall make any announcement (including any communication to the public, to any customers or suppliers of the Arc Business, or to all or any of the employees dedicated to the Arc Business) concerning the provisions or subject matter of this letter or containing any information about the other party hereto without its prior written consent (not to be unreasonably withheld or delayed), other than the announcements by Corin Limited and Wright Medical Group N.V. set out in Schedule 4.

This paragraph 11.2 shall not apply if and to the extent that such announcement is required by law or by any supervisory, regulatory or governmental body having jurisdiction over it, whether or not the requirement has the force of law and provided that any such announcement shall be made only after consultation with the other party (as to the format and content of such announcement).

11.3 Assignment

Neither party hereto shall assign or transfer, or purport to assign or transfer, any of its rights or obligations arising under this letter without the prior written consent of the other party.

11.4 Amendments

No variation of this letter shall be effective unless made in writing and signed by each of the parties hereto.

11.5 Invalidity

If any provision of this letter shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this letter in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this letter in any other jurisdiction shall not be affected. To the extent possible, the parties hereto shall meet in good faith to replace the stricken provision with a legal, valid and enforceable provision having substantially the same effect.

11.6 Costs

(A) Subject to paragraph 11.6(B), each party hereto shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this letter and the Transaction.

(B) The Beneficiary shall reimburse to the Buyer, on the Buyer’s written request, all reasonable costs up to a maximum of € 500,000 which have been incurred by the Buyer in connection with the preparation, negotiation and implementation of the Transaction if the Beneficiary fails to give an Acceptance Notice or to sign, or procure the signature of, the Transaction Documents in accordance with paragraph 5 once the works council and health and safety committee of Tornier have issued or are deemed to have issued their opinions in respect of the Transaction in accordance with French law. The Buyer shall in this case provide written evidence to the Beneficiary of the costs that it has incurred. No amount shall be due by the Beneficiary to the Buyer under this paragraph 11.6(B) if either (i) the Binding Offer has been withdrawn due to the condition set out in paragraph 2 not having been satisfied, or (ii) the French Ministry of the Economy has not responded to the letter

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set out in Schedule 3 or has responded but has not confirmed that the Transaction falls outside the scope of article R153-2 of the French Monetary and Financial Code (Code Monétaire et Financier), or (iii) the Buyer fails to sign, or procure the signature of, the Transaction Documents in accordance with paragraph 5 once the works council and health and safety committee of Tornier have issued or are deemed to have issued their opinions in respect of the Transaction in accordance with French law.

(C) The Beneficiary hereby declares that the obligation to reimburse the Buyer’s costs in the circumstances set out in paragraph 11.6(B) shall in no way prevent the Beneficiary from declining the Binding Offer, which it is entitled to accept or decline in its sole discretion.

11.7 Notices

(A) Any notice or other communication required to be given under this letter or in connection with the matters contemplated by it shall be in writing in English and shall be addressed as provided below (or at such other address as the party to whom notice is to be given has communicated in writing to the other party) and may be:

(1) given by hand delivery, in which case it shall be deemed to have been given upon delivery at the relevant address; or

(2) sent by an established overnight courier providing proof of delivery, in which case it shall be deemed to have been given upon receipt of the proof of delivery; or

(3) sent by fax, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report.

(B) The addresses of the parties hereto is:

For Tornier

For the attention of:	The Président
Address:	Tornier SAS 161, rue Lavoisier 38330 Montbonnot-Saint-Martin France
Fax number:	+1 901 867 4195
With a copy to:
For the attention of:	General Counsel
Address:	Wright Medical Technology, Inc. 1023 Cherry Road Memphis, TN 38117 United States
Fax number:	+1 901 867 4195

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For Corin:

For the attention of:	The Chief Executive Officer
Address:	Corin Limited The Corinium Centre Cirencester Gloucestershire GL7 1YJ England
Fax number:	+44 1285 658960

11.8 Construction

Each of the schedules attached hereto shall form part of this letter which shall be considered as a whole. The mandatory provisions under article L.141-1 and seq. of the French Commercial Code as set forth in clause 6.1(R) of the BSA shall thus be deemed to be part of this letter with respect to the Arc Business as if set out herein.

11.9 Whole agreement

This Binding Offer constitutes the entire agreement between the Buyer and the Beneficiary with respect to its subject matter and supersedes and replaces any and all prior agreements and undertakings, both written and oral, between the Buyer and the Beneficiary with respect to this subject matter (including, without limitation, the indication of interest dated 30 March 2016 and the offer letter dated 6 May 2016, but excluding the provisions of the NDA (as varied by paragraph 11.1 of this letter) which shall continue to apply).

11.10 Specific performance

The Buyer agrees that, by exception to article 1142 of the French Civil Code, the obligations of the Buyer under this Binding Offer, including the obligation of the Buyer to sign the Transaction Documents, may be enforced through specific performance.

11.11 Governing law and arbitration

This letter shall be governed by and construed in accordance with French law, without regard to the principle of conflict of laws that might otherwise be applicable.

Any dispute, action or proceeding seeking to enforce any provision of, or based on any right arising out of, this letter shall be exclusively settled by arbitration administered by and pursuant to the Rules of Arbitration of the International Chamber of Commerce (“ICC”), by a single arbitrator appointed in accordance with the said rules. The seat of arbitration shall be Paris (France). The arbitration proceedings will be conducted in English, and the award will be rendered in writing in English. Unless otherwise ordered by the arbitrator, each party shall bear its own costs and fees, including attorneys’ fees and expenses. The parties agree to treat any award made by the arbitral tribunal as final and binding upon them and immediately enforceable against them, and undertake not to exercise or seek to exercise any right of appeal or other challenge against such final award before any court or jurisdiction. Notwithstanding the foregoing, nothing in this letter shall prohibit the parties from seeking any preliminary, emergency or interim injunctive relief in any court of competent jurisdiction or from the ICC or arbitrators. Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction over the party against whom enforcement is sought.

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By countersigning this Binding Offer, the Beneficiary accepts the terms of this letter.

Yours faithfully,

The Buyer

/s/ Stefano Alfonsi

Name: Corin Orthopaedics Holdings Limited

By: Stefano Alfonsi

Title: CEO

Accepted and agreed

The Beneficiary

/s/ Lance Berry

Name: Tornier SAS

By: Lance Berry

Title: Président

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investors & Media:

Wright Medical Group N.V. Julie D. Tracy Sr. VP, Chief Communications Officer (901) 290-5817 (office) julie.tracy@wright.com

Wright Medical Group N.V. Announces Binding Offer Under Which Corin Orthopaedics Holdings Limited Would Acquire Wright’s Large Joints Business

Proposed Transaction is Expected to Reinforce Wright’s Strategic Focus in High-Growth Extremities and Biologics Markets and Increase Growth Profile

Binding Offer Price of €29.7 Million Cash (Approximately $33 Million)

AMSTERDAM, The Netherlands – July 11, 2016 – Wright Medical Group N.V. (NASDAQ:WMGI) today announced that it has received a binding offer under which Corin Orthopaedics Holdings Limited (Corin) would acquire the large joints (hip/knee) business from Wright Medical Group N.V. Under the terms of the offer and following a consultation process with the employee works council in France, Corin would acquire all of the legacy Tornier large joints business for a purchase price of €29.7 million in cash, or approximately $33 million based on today’s currency exchange rates, subject to customary closing adjustments. Net after-tax proceeds for Wright Medical, after payment of estimated transaction and transition costs, are estimated to be approximately $20 million. The proposed transaction is expected to close by the end of the third quarter or early in the fourth quarter of 2016, subject to customary closing conditions.

The legacy Tornier large joint assets that are the subject of this binding offer consist of hip and knee implants sold primarily in France and other European countries. The large joints business has established hip and knee franchise brands, which include the Dynacup^® and Meije Duo^® hip implants and HLS KneeTec^® and HLS Noetos^® knee implants. Wright will retain the exclusive ability to use the Tornier name on its products, and after a transition period, the hip and knee products acquired by Corin will transition to the Corin name.

Robert Palmisano, president and chief executive officer of Wright Medical, stated, “Our large joints business has excellent products and significant market share in key European markets with a loyal customer base. However, this business is not in line with our strategy to be the premier extremities and biologics company. The sale of this business to a strong business partner that is focused on the hip and knee market is the logical next strategic step for Wright. Once completed, this should enable both businesses to flourish as separate companies focused in their unique market spaces with strong management teams that will position them for continued success. In addition, post-closing, we will be able to devote our full resources and attention on accelerating growth opportunities in the high-growth Extremities and Biologics markets and believe this will enhance our ability to create significant shareholder value.”

Palmisano continued, “We are pleased we have found an excellent strategic buyer in Corin, a company that is deeply committed to the success of the hip and knee business and will continue to provide the focus and investment to enable it to reach its full potential. Also, very importantly, this will provide our employees with enhanced opportunities for career growth and development. We are grateful to our large joint employees for their dedication and hard work.”

After closing, the legacy Tornier large joints business will continue to be headquartered in Montbonnot, France.

Stefano Alfonsi, chief executive officer of Corin, commented, “We are delighted with the acquisition of Tornier’s clinically proven portfolio of hips and knees. Tornier’s hip and knee portfolio has been a key part of the history of Orthopaedics and has always been a significant driver of improving the clinical outcome for patients across the globe. Corin is focused on hip and knee joint replacement and is excited to become a major part of the innovative French clinical community. We are looking forward to working closely with Tornier’s thought leaders and surgeons and to welcoming their talented large joints team based in Montbonnot into our global organisation. We trust we will be worthy custodians of Tornier’s large joints portfolio.”

Following the works council consultation process, Wright Medical will be able to accept the binding offer and the parties would immediately thereafter execute a sale and purchase agreement. The proposed transaction is expected to close by the end of the third quarter or early in the fourth quarter of 2016, subject to customary closing conditions.

Wright Medical is currently determining the exact impact of the large joints business once it is moved to discontinued operations. Wright’s current estimate of the preliminary impact of the large joints business that was included in its previous annual guidance is net sales of approximately $37 million and adjusted EBITDA of approximately $5 million to $6 million, resulting in adjusted guidance for net sales from continuing operations for full-year 2016 in the range of $668 million to $678 million. Despite the negative impact from this transaction to current year adjusted EBITDA from continuing operations, Wright is maintaining its previously communicated guidance for 2016 adjusted EBITDA from continuing operations, as described later in this release under the heading “Non-GAAP Financial Measures”, of a range of $30 million to $35 million. Wright plans to provide additional details regarding the anticipated financial impact of the transaction when it reports its second quarter 2016 results.

In connection with this transaction, Deloitte Corporate Finance LLC, Dechert LLP, and Simmons & Simmons LLP advised Wright Medical.

Internet Posting of Information

Wright routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.wright.com. The company encourages investors and potential investors to consult the Wright website regularly for important information about Wright.

About Wright Medical Group N.V.

Wright Medical Group N.V. is a global medical device company focused on extremities and biologics products. The company is committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and is a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. For more information about Wright, visit www.wright.com.

WRIGHT^®, TORNIER^®, Dynacup^®, Meije Duo^®, HLS KneeTec^® and HLS Noetos^® are trademarks of Wright Medical Group N.V. or its affiliates, registered as indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property of their respective owners.

About Corin Group

Corin is a European Orthopaedic manufacturer based in Cirencester in the UK that markets its products throughout the world.

Corin is committed to:

…improving patient satisfaction with personalised technologies that optimise our clinically proven joint replacements.

…delivering a personal approach to our customers, combining the spirit of our local companies with the strength of our global, integrated organisation.

…empowering and rewarding our global talented teams to deliver excellence to our customers.

For more information please visit www.coringroup.com.

Non-GAAP Financial Measures

To supplement Wright’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), the company uses certain non-GAAP financial measures in this release, including adjusted EBITDA from continuing operations. The company’s adjusted EBITDA from continuing operations guidance for full year 2016 is measured by adding back to net income/loss from continuing operations charges for interest, income taxes, depreciation and amortization expenses, non-cash share-based compensation expense and non-operating income and expense. Additionally, the company’s adjusted EBITDA from continuing operations guidance excludes possible future acquisitions; other material future business developments; and due diligence, transaction and transition costs associated with acquisitions and divestitures. Further, adjusted EBITDA from continuing operations target excludes any net sales, expenses, earnings or losses related to legacy Wright’s divested OrthoRecon business, legacy Tornier’s divested ankle and silastic toe products and Wright’s large joints business.

The company’s management believes that the presentation of this non-GAAP financial measure provides useful information to investors. This measure may assist investors in evaluating the company’s operations, period over period. Wright’s non-GAAP financial measures exclude such items as non-cash interest expense related to the company’s convertible notes, net gains and losses on mark-to-market adjustments on and settlements of derivative assets and liabilities, mark-to-market adjustments on contingent value rights (CVRs), transaction and transition costs, all of which may be highly variable, difficult to predict and of a size that could have substantial impact on the company’s reported results of operations for a period. Management uses non-GAAP financial measures internally for evaluation of the performance of the business, including the allocation of resources and the evaluation of results relative to employee performance compensation targets. Investors should consider non-GAAP financial measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “intend,” “expect,” “plan,” “could,” “would,” “should,” “may,” “will,” “believe,” “estimate,” “continue,” “guidance,” other words of similar meaning and the use of future dates. Forward-looking statements in this release include, but are not limited to, statements about the sale of

Wright’s large joints business and the anticipated timing thereof, the future success of Wright’s business and the large joints business after completion of the transaction, and the effect of the transaction on Wright’s ability to create significant shareholder value. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Each forward-looking statement contained in this release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, uncertainties as to the timing and completion of the transaction; the possibility that various conditions to Wright’s ability to accept the binding offer or complete the transaction may not be satisfied or waived; disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; the possibility that the transaction may take longer, be more difficult, time-consuming or costly to accomplish than expected; business disruption following completion of the transaction, including adverse effects on employee retention and on Wright’s business relationships with third parties; transaction costs; actual or contingent liabilities; and other general business risks and uncertainties, including the adequacy of Wright’s capital resources and need for additional financing; the timing of regulatory approvals and introduction of new products; physician acceptance, endorsement, and use of new products; failure to achieve the anticipated benefits from approval of AUGMENT^® Bone Graft; the effect of regulatory actions, changes in and adoption of reimbursement rates; product liability claims and product recalls; pending and threatened litigation; risks associated with international operations and expansion; and the risks identified under the heading “Risk Factors” in Wright’s Annual Report on Form 10-K for the year ended December 27, 2015 filed by Wright with the SEC on February 23, 2016. Investors should not place considerable reliance on the forward-looking statements contained in this release. Investors are encouraged to read Wright’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this release speak only as of the date of this release, and Wright undertakes no obligation to update or revise any of these statements. Wright’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

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