Stryker Announces Definitive Agreement To Acquire MAKO Surgical Corp. For $1.65B

Stryker Corporation announced recently a definitive agreement to acquire MAKO Surgical Corp. (MAKO) for $30.00 per share with an aggregate purchase price of approximately $1.65B. This transaction contemplates the issuance by MAKO of an additional 3.953 million shares in connection with an anticipated acquisition which Stryker expects MAKO will consummate as part of MAKO's normal course of business.

Founded in 2004, MAKO has pioneered the advancement of robotic assisted surgery in orthopedics. MAKO currently markets the RIO Robotic Arm Interactive Orthopedic System and RESTORIS family of implants to enable its flagship MAKOplasty Partial Knee Resurfacing procedure for the treatment of early to mid stage osteoarthritis.  More recently, MAKO expanded its product offering to include the MAKOplasty Total Hip Arthroplasty, a new robotic arm application for patients in need of a total hip replacement.

"MAKO has established a compelling technology platform in robotic assisted surgery which we believe has considerable long term potential in joint reconstruction," said Kevin A. Lobo, President and Chief Executive Officer. "The acquisition of MAKO combined with Stryker's strong history in joint reconstruction, capital equipment (operating room integration and surgical navigation) and surgical instruments will help further advance the growth of robotic assisted surgery. Our combined expertise offers the potential to simplify joint reconstruction procedures, reduce variability and enhance the surgeon and patient experience. We look forward to welcoming the MAKO team to Stryker."

"The combination of Stryker's established industry leadership with MAKO's innovative products and people contains the power to positively transform orthopedics," said Maurice R. Ferré, M.D., President and Chief Executive Officer. "It is with this in mind that MAKO's board of directors unanimously voted to recommend that MAKO's shareholders vote in favor of it."

The transaction is subject to customary closing conditions. Upon closing, the transaction is expected to be dilutive to Stryker's adjusted earnings per share excluding acquisition and integration-related charges by approximately $0.10 - $0.12 in the first full year, neutral in year two and accretive thereafter. Additionally, the transaction is expected to be slightly accretive to adjusted cash earnings per share, excluding acquisition and integration-related charges in the first full year. As of June 30, 2013, Stryker's cash and cash equivalent balances totaled $4.7B with an additional $2.8B in debt.

Citigroup served as Stryker's financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as outside legal counsel for Stryker in connection with this transaction.

About Stryker
Stryker is one of the world's leading medical technology companies and is dedicated to helping healthcare professionals perform their jobs more efficiently while enhancing patient care. The Company offers a diverse array of innovative medical technologies including reconstructive implants, medical and surgical equipment, and neurotechnology and spine products to help people lead more active and more satisfying lives. For more information, visit www.stryker.com.

About MAKO
MAKO Surgical Corp. is a medical device company that markets its RIO Robotic-Arm Interactive Orthopedic system, joint specific applications for the knee and hip, and proprietary RESTORIS implants for orthopedic procedures called MAKOplasty. The RIO is a surgeon-interactive tactile surgical platform that incorporates a robotic arm and patient-specific visualization technology, which enables precise, consistently reproducible bone resection for the accurate insertion and alignment of MAKO's RESTORIS implants. The MAKOplasty solution incorporates technologies enabled by an intellectual property portfolio including more than 300 U.S. and foreign, owned and licensed, patents and patent applications. For more information, visit www.makosurgical.com.