PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT

Transcription

1 TRANSLATION FROM THE FRENCH VERSION FOR INFORMATION PURPOSES ONLY PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT RELATING TO THE SHARES OF THE COMPANY INITIATED BY STRYKER FRANCE MM HOLDINGS SAS PRESENTED BY JOINT OFFER DOCUMENT (NOTE D'INFORMATION CONJOINTE) PREPARED BY STRYKER FRANCE MM HOLDINGS SAS AND VEXIM PRICE OF THE OFFER: euros per Vexim share DURATION OF THE OFFER: 10 trading days Pursuant to Article L of the French Monetary and Financial Code and Article of its general regulation (the "AMF General Regulation"), the French stock market authority (Autorité des marchés financiers) (the "AMF") has, as a result of the clearance decision of the public offer on April 5, 2018, delivered the visa No dated April 5, 2018 on this joint offer document. This offer document was prepared jointly by Stryker France MM Holdings SAS and Vexim and its signatories are liable for its content. In accordance with the terms of Article L , I of the French Monetary and Financial Code, the visa was delivered after the AMF has verified "whether the document is complete and comprehensible, and whether the information contained therein is consistent." It neither implies an approval regarding the merits of the transaction, not a validation of the accounting and financial information presented herein. IMPORTANT NOTICE Following the public buy-out offer, the squeeze-out procedure provided by Article L , II of the French Monetary and Financial Code (Code monétaire et financier) will be implemented. The Vexim shares not

2 tendered into the public buy-out offer will be transferred to Stryker France MM Holdings SAS on the trading day following the expiration date of the public buy-out offer, in consideration for a compensation of euros per Vexim share, net of all costs. This joint offer document is available on the website of the AMF ( Stryker France MM Holdings SAS ( and Vexim ( Copies of this joint offer document may be obtained free of charge from: Stryker France MM Holdings SAS ZAC Avenue Satolas Green Pusignan France Vexim Hills Plaza Bât. B 1 er étage 8, rue de Vidailhan Balma France BNP Paribas 4, rue d'antin Paris France In accordance with Article of the AMF General Regulation, the documents containing information relating, in particular, to the legal, financial and accounting characteristics of Stryker France MM Holdings SAS and Vexim will be filed with the AMF and made available to the public, no later than the day preceding the opening of the public buy-out offer, on the same terms.

3 TABLE OF CONTENTS 1. PRESENTATION OF THE OFFER Context of the offer History of the holding of Stryker in the Company Thresholds crossing declarations Current share capital ownership of Vexim Reasons for the offer Intentions of Stryker over the next twelve months Industrial, commercial and financial strategy and policy Employment Composition of the corporate and management bodies of Vexim Benefit of the Offer for the Company, its shareholders Contemplated synergies anticipated economic profits Merger legal reorganization Dividend distribution policy Agreements that could have a material impact on the assessment or outcome of the Offer CHARACTERISTICS OF THE OFFER Terms of the Offer Number and nature of the Shares targeted by the Offer Offer procedure Position of the BSAs Treatment of the BSAs as part of the Simplified Cash Public Offer Outstanding BSAs following the Simplified Cash Public Offer Procedure for tendering into the Public Buy-Out Offer Squeeze-out, delisting from Euronext Growth and Deregistration Indicative timetable of the offer Financing and costs of the Offer Costs of the Offer Financing of the Offer Brokerage fees and compensation granted to intermediaries Restrictions concerning the Offer outside of France Tax regime applicable to the Offer in France Individuals who are French tax residents and hold Shares in connection with the management of their private assets and do not perform stock exchange transactions in similar conditions to those which characterize an activity exercised by an individual performing such kind of transactions on a professional basis Individuals who are French tax residents and hold Shares acquired following the exercise of BSPCEs Legal entities which are subject to corporate income tax in France under the conditions laid down by the law Shareholders who are not French tax residents Specific regime applicable to investments that have benefited from a reduction of the wealth tax (impôt sur la fortune or "ISF") Specific regime applicable to investments having benefited from an income tax (impôt sur le revenu, "IR") reduction pursuant to the TEPA law Other shareholders Registration fees and tax on financial transactions INFORMATION REGARDING VEXIM Vexim's share capital structure i

4 3.2 Restrictions to the exercise of voting rights and share transfers Obligation to notify thresholds crossing and identification of shareholders Provisions of the articles of association limiting the exercise of the voting rights and the transfer of shares Agreements providing for preferential share transfer or purchase conditions and relating to at least 0.5% of the share capital or of the voting rights of Vexim (Article L of the French Commercial Code) Direct or indirect holdings in the Company's share capital disclosed pursuant to the crossing of a threshold or a transaction on securities List of holders of any securities carrying special control rights and a description of such rights Control mechanisms provided for in an eventual employee participation scheme, when control rights are not exercised by the latter Agreements between shareholders known to the Company and that may entail restrictions on share transfers and the exercise of voting rights Rules applicable to the appointment and replacement of members of the board of directors, as well as to the amendment of the articles of association of the Company Rules applicable to the appointment and replacement of members of the board of directors Rules applicable to amendments of the articles of association of the Company Powers of the board of directors relating in particular to the issuance and repurchase of securities Agreements entered into by Vexim which will be amended or terminated in the event of a change of control of Vexim Agreements providing for indemnity to the Vexim Chief Executive Officer, to the members of the board of directors or to employees if they resign or are dismissed without just or serious grounds or if their employment ceases because of a tender offer ASSESSMENT OF THE PRICE OF THE OFFER Synthesis determination of the offer price Valuation methods References and retained methods Valuation methods retained for indicative purposes only Valuation methods not retained Retained Business plan Fully diluted number of Shares Enterprise value to Equity value adjustments Description of retained valuation methods Share price analysis Analyst s target prices Discounted cash flows Methods retained for informative purposes only Trading multiples of listed comparable companies Transaction multiples REPORT OF THE INDEPENDENT EXPERT (ARTICLE 261-1, I AND II OF THE AMF GENERAL REGULATION) REASONED OPINION OF THE BOARD OF DIRECTORS OF VEXIM INFORMATION RELATING TO STRYKER AND VEXIM MADE AVAILABLE TO THE PUBLIC PERSONS RESPONSIBLE FOR THE JOINT OFFER DOCUMENT For the presenting bank ii

5 8.2 For Stryker For Vexim iii

6 1. PRESENTATION OF THE OFFER Pursuant to Section III of Book II, specifically Articles and of the AMF General Regulation, Stryker France MM Holdings SAS, a simplified joint stock company with a sole shareholder (société par actions simplifiée à associé unique) organized and existing under the laws of France, with registered office at ZAC, Avenue Satolas Green, Pusignan, France, registered in the Lyon Trade and Companies Register under number ("Stryker" or the "Offeror"), a 100% indirect subsidiary of Stryker Corporation, a company organized and existing under the laws of the State of Michigan (United States), with registered office at 2825 Airview Boulevard, Kalamazoo, MI 49002, United States of America and of which the shares are admitted to trading on the New York Stock Exchange ("Stryker Corporation"), irrevocably undertook to propose to the shareholders of Vexim, a public limited liability company with a board of directors (société anonyme à conseil d'administration) with a share capital of 912, euros, divided into 9,129,244 shares with a nominal value of 0.10 euro each, having its registered office at 8 rue Vidailhan Bâtiment Hillz Plaza, Balma, France, registered in the Toulouse Trade and Companies Register under number ("Vexim" or the "Company"), to purchase pursuant to this public buy-out offer (the "Public Buy-Out Offer") which will be immediately followed by a squeeze-out procedure (the "Squeeze-Out", and together with the Public Buy-Out Offer, the "Offer") all shares of the Company admitted to trading on Euronext Growth (formerly Alternext Paris) under ISIN code FR , symbol "VEXIM" (the "Shares"), at a unit price of euros. As of the date of this joint offer document, Stryker directly holds 8,716,415 Shares representing 95.48% of the share capital and 95.15% of the voting rights of Vexim on the basis of a total number of 9,129,244 Shares and 9,160,876 voting rights of Vexim calculated pursuant to Article of the AMF General Regulation. The Offer targets all Shares not held by the Offeror which are already issued, being, to the knowledge of the Offeror at the date of this joint offer document, 412,829 Shares, representing 4.52% of the share capital and 4.85% of the theoretical voting rights of the Company. The Offer does not target the 20,000 outstanding BSAs (as this term is defined in Section of this joint offer document), which are not listed and are not transferable. It also does not target the Shares which may be issued following the exercise of the BSAs (being 20,000 Shares), to the extent the sole holder of BSAs has entered into an Agreement relating to the BSAs with the Offeror (as described in Section of this joint offer document). To the Offeror's knowledge, there are no treasury shares or other rights, equity securities or financial instruments that may give access, immediately or in the future, to the share capital or voting rights of the Company. In particular, to the Offeror's knowledge, there are no BSAARs outstanding, with the latter having expired on December 8, 2017, and no BSPCEs outstanding, with the latter having all been exercised in the context of the Simplified Cash Public Offer (as such terms are defined in Section of this joint offer document). As part of the Squeeze-Out, the Shares not then held by Stryker will be transferred to Stryker in exchange for a compensation which will be the same as the unit price of the Public Buy-Out Offer, i.e., euros per Share (each net of all costs). In accordance with the provisions of Article of the AMF General Regulation, BNP Paribas, as presenting bank of the Offer, guarantees the content and irrevocable nature of the commitments undertaken by the Offeror in the context of the Offer. 1

7 1.1 CONTEXT OF THE OFFER History of the holding of Stryker in the Company Off-market purchase of a controlling block On October 12, 2017, following discussions between Stryker Corporation, the Company and the three main shareholders of the Company, Truffle Capital, Bpifrance Participations and Kreaxi, Stryker Corporation submitted to the board of directors of the Company an indication of interest relating to the acquisition of all the Shares and redeemable warrants to subscribe to and/or acquire shares (the "BSAARs") held by Truffle Capital, Bpifrance Participations and Kreaxi, at a price of euros per Share and 3.91 euros per BSAAR, which was accepted by the board of directors of Vexim on October 17, On October 24, 2017, the board of directors of Vexim unanimously and unreservedly (i) approved the signing with the Offeror of the tender offer agreement (the "Tender Offer Agreement"), (ii) determined that the simplified cash public offer (the "Simplified Cash Public Offer) to be filed following the acquisition of a controlling interest was in the best interest of the Company, its employees and its stakeholders (including the holders of Shares and BSAARs of the Company) and (iii) recommended for all holders of Shares and BSAARs of the Company to tender their Shares and/or BSAARs into the Simplified Cash Public Offer. On the same day, the Offeror entered into two sale and purchase agreements relating to the Shares and the BSAARs relating to the acquisition, at the Simplified Cash Public Offer price of euros per Share and 3.91 euros per BSAAR, of: - 2,148,335 Shares and 78,580 BSAARs held by several funds represented by Truffle Capital; - 941,503 Shares and 92,165 BSAARs held by Bpifrance Participations; - 566,653 Shares held by BV4 FPCI, represented by Kreaxi; - 339,160 Shares underlying the business creator share subscription warrants (the "BSPCEs") held by Mr. Vincent Gardès, Chief Executive Officer (directeur général) of the Company, and exercised on October 24, 2017; and - 119,500 Shares underlying the BSPCEs held by Mr. José Da Gloria, Chief Financial Officer (directeur financier) of the Company, and exercised on October 24, In addition, pursuant to the sale and purchase agreement entered into with Mr. Vincent Gardès and Mr. José Da Gloria, the latter undertook to tender into the Simplified Cash Public Offer all of the Shares they held in a shares saving plan (plan d'épargne en actions), i.e., 2,605 Shares and 182 Shares respectively. There was no price complement provision and/or price adjustment provision in the context of these sales. Following the block purchase, Stryker directly held 4,115,151 Shares representing 50.45% of the share capital and 50.06% of the voting rights of Vexim on the basis of a total number of 8,157,248 Shares and 8,221,029 voting rights of Vexim calculated pursuant to Article of the AMF General Regulation, as well as 170,745 BSAARs (giving right to 113,830 Shares) representing 41.52% of the outstanding BSAARs. 2

8 Simplified Cash Public Offer In accordance with Articles 233-1, 2, and of the AMF General Regulation, Stryker filed on October 25, 2017 a Simplified Cash Public Offer targeting all of the Vexim Shares that it did not hold after the crossing by Stryker of the 50% thresholds in share capital and voting rights in Vexim in the context of the block purchase. Between the date of the filing of the Simplified Cash Public Offer and the date of the opening of the Simplified Cash Public Offer, in accordance with Article IV of the AMF General Regulation, the Offeror acquired on the market 284,970 Shares and 76,362 BSAARs of the Company at the price of the Simplified Cash Public Offer of euros per Share and 3.91 euros per BSAAR, representing 3.49% of the share capital and 3.47% of the theoretical voting rights of the Company. On November 14, 2017, the AMF issued its clearance decision relating to the proposed Simplified Cash Public Offer and delivered visa No on the offer document relating to the Simplified Cash Public Offer. Throughout the duration of the Simplified Cash Public Offer targeting the Shares and BSAARs of Vexim, opened between November 16, 2017, and December 6, 2017 (included), Stryker acquired (i) at a unit price of euros, 1,615,079 Shares under the semi-centralization procedure and 1,429,303 Shares on the market, and (ii) at a unit price of 3.91 euros, 150,048 BSAARs under the semi-centralization procedure and 110 BSAARs on the market. In addition, Stryker acquired off-market from the holders of BSAs and BSPCEs issued by Vexim, between November 27, 2017 and December 5, 2017 (included), at a unit price of euros, 707,054 Shares resulting from the exercise by such holders of their BSAs and their BSPCEs. Stryker also exercised, on December 1, 2017, 247,167 BSAARs and acquired as a result 164,778 Shares on the same day, at a unit price of euros. Finally, on December 8, 2017, Stryker exercised 150,096 BSAARs and acquired as a result 100,064 Shares on the same day, at a unit price of euros. Consequently, following the Simplified Cash Public Offer, the Offeror held (i) 8,416,399 Shares representing the same number of voting rights, i.e., 92.19% of the share capital and at least 91.56% of the voting rights of the Company, as well as (ii) 2 BSAARs which however expired on December 8, 2017, and have been cancelled Acquisition of Shares on the market Between December 13, 2017 and February 13, 2018, the Offeror acquired 300,016 Shares on the market, representing 3.29% of the share capital and 3.27% of the voting rights, at a maximum price of euros per Share. These acquisitions will not give rise to a price complement, of any kind whatsoever, to the benefit of the sellers. The Offeror announced its intention to file this proposed Offer in a press release dated February 14, The table below summarizes the acquisition by the Offeror of the Shares on the market following the Simplified Cash Public Offer and prior to the announcement of the proposed Offer on February 14, 2018: 3

9 Number of securities % of share capital Number of transactions Amount Purchase price Min Max Average Dec , ,079, Jan , ,953, Feb-18 47, , Total 300, ,982, As of the date of this joint offer document, Stryker directly holds 8,716,415 Shares, representing 95.48% of the share capital and 95.15% of the voting rights of Vexim on the basis of a total number of 9,129,244 Shares and 9,160,876 voting rights of Vexim calculated in accordance with Article of the AMF General Regulation Thresholds crossing declarations In accordance with the provisions of Articles L et seq. of the French Commercial Code, the following thresholds crossing declarations have been submitted by Stryker to the AMF and to the Company following the transactions mentioned in Section of this joint offer document: Date of declaration February 14, 2018 February 12, 2018 October 26, 2017 AMF notice Declaration of intent No. 218C0427 No No. 218C0407 No No. 217C2514 No Type Thresholds Nature of the transaction 95% of the voting rights 95% of the share capital 50% of the share capital and voting rights On-market acquisition of Shares On-market acquisition of Shares Off-market acquisition of a controlling block Current share capital ownership of Vexim To the knowledge of the Offeror, and on the basis of the information disclosed by the Company, the share capital and voting rights of the Company are held as follows as of February 28, 2018: Shareholders Share capital on the basis of the outstanding securities as of February 28, 2018 THEORETICAL voting rights on the basis of the outstanding securities as of February 28, 2018 (1) Voting rights EXERCISABLE AT SHAREHOLDERS' MEETINGS on the basis of the outstanding securities as of February 28, 2018 (2) Number of shares % of share capital Number of shares with double voting rights Total number of voting rights % of voting rights Total number of voting rights % of voting rights Stryker 8,716, % 0 8,716, % 8,716, % Treasury shares Public 412, % 31, , % 444, % Total 9,129, % 31,632 9,160, % 9,160, % 4

10 (1) Theoretical voting rights calculated pursuant to Article of the AMF General Regulation. The number of theoretical voting rights is calculated by taking into account the treasury Shares held by the Company and its subsidiaries, which do not have voting rights. (2) The number of voting rights exercisable at shareholders' meeting is calculated without taking into account the Shares which have no voting rights. 1.2 REASONS FOR THE OFFER Given that Stryker holds more than 95% of the share capital and voting rights of Vexim, it filed with the AMF this proposed Public Buy-Out Offer which will be followed by a Squeeze-Out relating to all of the Shares not held by Stryker, in accordance with the provisions of Article of the AMF General Regulation. The Offer is made for the purpose of consolidating Stryker's ownership of Vexim through the acquisition of 100% of the share capital of the Company, in order to complete the combination of the businesses of the two companies. The Offer will thus allow Vexim and its subsidiaries to be fully integrated within the Stryker group. The implementation of the Squeeze-Out will eliminate Vexim's regulatory and administrative obligations related to the admission of its Shares to trading on Euronext Growth and therefore reduce the related costs. In addition, due to the low free float and the reduced liquidity of the Vexim Share, the Offeror considers that the listing of the Company on Euronext Growth is no longer justified. Vexim minority shareholders will obtain full and immediate liquidity for their Shares, at the same price as the price offered in the context of the Simplified Cash Public Offer, i.e., euros per Share. The Offeror has appointed BNP Paribas to carry out a valuation of the Shares which is summarized in Section 3.1 of this joint offer document. Furthermore, pursuant to the provisions of Article 261-1, I and II of the AMF General Regulation, Vexim appointed Farthouat Finance, represented by Mrs. Marie-Ange Farthouat, as independent expert (the "Independent Expert") responsible for assessing the financial conditions of the Offer. The report of the Independent Expert, which concludes that the price proposed to the shareholders in the context of the Public Buy-Out Offer and the Squeeze-Out is fair, is reproduced in full in Section 5 of this joint offer document. 1.3 INTENTIONS OF STRYKER OVER THE NEXT TWELVE MONTHS Industrial, commercial and financial strategy and policy The Stryker group wishes to foster the development of the Company's business with the possibility of integrating the Company s sales force into its global sales and marketing teams and combining its existing product lines together with the Company s products. The Stryker group does not intend to implement any restructuring at the level of Vexim in France during the year of 2018, and it does not intend to resell any of its stake in Vexim's share capital. Integration of the sales channels outside of France through the end of 2018 is being explored. During 2018, Stryker will consider how to further integrate the Company in 2019, and will update those intentions in accordance with applicable law. The acquisition of Vexim by Stryker in 2017 gave Vexim a major medtech partner with a strong global sales and marketing presence. Vexim will benefit further from the strong direct sales force and world class marketing organization of the Stryker group for the commercialization of its products in Europe upon completion of the sales force integration and in the United States upon 510(k) clearance of the SpineJack product. The continuing integration of Vexim within the Stryker group also improves Vexim's product range and may potentially create revenue synergies in the medium term through the combined distribution of the two companies' products. 5

11 1.3.2 Employment The Offeror agreed, in the context of the Tender Offer Agreement, (i) to maintain the Company's center of operations in Balma, France, for a period of at least twelve (12) months after the date of the Tender Offer Agreement and (ii) not to reduce the total number of full-time employees of the Company in France, except in the event of any resignation or voluntary departure, for a period of at least twelve (12) months after the date of the Tender Offer Agreement Composition of the corporate and management bodies of Vexim Board of directors of Vexim As of the date of this joint offer document, the board of directors of the Company comprises the following persons: - Mr. Lionel Ulrich (chairman); - Mr. Vincent Gardès (director and Chief Executive Officer); - Mr. Bernard Belloc (independent director); - Mr. William E. Berry, Jr. (director); and - Mrs. Marie-Laure Pochon (independent director). Mr. William E. Berry, Jr. and Mr. Lionel Ulrich were co-opted at the proposal of the Offeror during the board of directors of Vexim held on November 29, 2017, to replace Mr. Antoine Pau and Truffle Capital (represented by Mr. Philippe Pouletty), which have resigned. At the board of directors meeting of March 15, 2018, following the review of the proposed Offer and the reasoned opinion relating to the Offer, Mr. Steven Swinson and Mr. Douglas Beall, directors at that time, expressed their intention to resign from their office of director (and chairman of the board of directors as regards Mr. Steven Swinson). The board of directors acknowledged such resignations and appointed Mr. Lionel Ulrich as chairman of the board of directors of the Company. The Offeror intends to modify the composition of the board of directors of the Company immediately after the implementation of the Squeeze-Out to reflect the 100% ownership of the Company after the Offer. However, the Offeror reserves the right to modify such composition prior to such date, if it should deem it necessary Management of Vexim As of the date of this joint offer document, the Chief Executive Officer (directeur général) of the Company is Mr. Vincent Gardès. The Offeror does not intend, at this stage, to change the Chief Executive Officer of the Company following the Offer Benefit of the Offer for the Company, its shareholders The Offeror offers to the shareholders who tender their Shares into the Offer immediate liquidity for all of their Shares at the same price as the price offered in the context of the Simplified Cash Public Offer, i.e., euros per Share. This transaction will allow the shareholders who participated in the development of Vexim to immediately monetize all or part of their Shares. 6

12 The price of the Offer of euros per Share shows a premium of 29.4% over the closing price of Vexim Shares on October 23, 2017 (last day of trading before the announcement of the initial proposed Simplified Cash Public Offer) and 57.6% over the volume weighted average price calculated on the last twelve (12) months preceding October 23, In addition, it corresponds to closing price of Vexim Shares as of February 13, 2018, last day of trading before the announcement of this proposed Offer by the Offeror. The elements of assessment of the price of the Offer for the Shares are specified in Section 3.1 of this joint offer document Contemplated synergies anticipated economic profits The Stryker group does not foresee any material cost synergies that may benefit Vexim or the Stryker group and which may be identified or calculated as of the date of this joint offer document. However, revenue synergies may potentially benefit the companies in the medium-term due to an increase in the number of Vexim interventional spine products which will be sold through the Stryker group s salesforce in Europe and through the Stryker group's salesforce in the United States upon 510(k) clearance. However, the potential revenue synergy amount is difficult to quantify at this stage Merger legal reorganization As of the date of this joint offer document, a merger of the Company with the Offeror or any company of its group is not under consideration. Stryker reserves the right to change the form of the company from a société anonyme to a société par actions simplifiée depending on the circumstances Dividend distribution policy The dividend distribution policy of Vexim will continue to be determined by the managing bodies of the Company based on the distribution capabilities, financial situation and financial needs of the Company. Vexim has not distributed any dividends since the creation of the Company in AGREEMENTS THAT COULD HAVE A MATERIAL IMPACT ON THE ASSESSMENT OR OUTCOME OF THE OFFER With the exception of the Agreement relating to the BSAs described in Section of this joint offer document, to the Offeror's knowledge, no agreements exist that may have a material impact on the assessment of the Offer or its outcome. 2. CHARACTERISTICS OF THE OFFER 2.1 TERMS OF THE OFFER Pursuant to the provisions of Articles , and of the AMF General Regulation, on March 16, 2018, BNP Paribas, acting as presenting bank on behalf of the Offeror, filed with the AMF both the proposed Offer in the form of a public buy-out offer followed by a squeeze-out (offre publique de retrait suivi d'un retrait obligatoire) relating to the Shares not held by the Offeror and the joint offer document. 7

13 The Offeror irrevocably undertakes to purchase from Vexim's shareholders all Shares targeted by the Offer that are tendered into the Public Buy-Out Offer, at a price of euros per Share, during a period of 10 trading days. The Shares which are not tendered into the Public Buy-Out Offer will be transferred to the Offeror in the context of the Squeeze-Out on the trading day following the expiration date of the Public Buy- Out Offer, in consideration for a compensation of euros per Share, net of all costs. In accordance with Article of the AMF General Regulation, BNP Paribas guarantees the content and the irrevocable nature of the commitments undertaken by the Offeror in the context of the Offer. 2.2 NUMBER AND NATURE OF THE SHARES TARGETED BY THE OFFER As of the date of this joint offer document, Stryker directly holds 8,716,415 Shares representing 95.48% of the share capital and 95.15% of the voting rights of Vexim on the basis of a total number of 9,129,244 Shares and 9,160,876 voting rights of Vexim calculated pursuant to Article of the AMF General Regulation. The Offer targets all Shares not held by the Offeror which are already issued, being, to the knowledge of the Offeror at the date of this joint offer document, 412,829 Shares, representing 4.52% of the share capital and 4.86% of the theoretical voting rights of the Company. The Offer does not target the 20,000 outstanding BSAs, which are not listed and are not transferable. It also does not target the Shares which may be issued following the exercise of the BSAs (being 20,000 Shares), to the extent the sole holder of BSAs has entered into an Agreement relating to the BSAs with the Offeror (as described in Section of this joint offer document). To the Offeror's knowledge, there are no treasury shares or other rights, equity securities or financial instruments that may give access, immediately or in the future, to the share capital or voting rights of the Company. In particular, to the Offeror's knowledge, there are no BSAARs outstanding, with the latter having expired on December 8, 2017, and no BSPCEs outstanding, with the latter having all been exercised in the context of the Simplified Cash Public Offer. 2.3 OFFER PROCEDURE The proposed Offer was filed with the AMF on March 16, A notice of filing has been published by the AMF on its website ( In accordance with the provisions of Article of the AMF General Regulation, the draft joint offer document is made available free of charge to the public at the registered offices of the Offeror and the Company, and at BNP Paribas, and has been published on the websites of the AMF ( the Offeror ( and the Company ( In addition, a press release relating to the terms of the Offer was issued on March 16, The AMF published on its website ( a duly reasoned clearance decision relating to the Offer, after having assessed that the Offer complies with the applicable legal and regulatory provisions. This clearance decision will be deemed to constitute a visa of the draft joint offer document. The joint offer document having received the clearance from the AMF and the "other information" documents relating, in particular, to the legal, financial and accounting characteristics of the Offeror and the Company, will be made available to the public free of charge, pursuant to Articles and of the AMF General Regulation, no later than on the day preceding the opening of the Public Buy-Out Offer, at the registered offices of the Offeror and the Company, and at BNP Paribas. 8

14 Such documents will also be available on the websites of the AMF ( the Offeror ( and the Company ( Pursuant to Articles and of the AMF General Regulation, a press release indicating the means by which these documents are made available will be published by the Offeror and the Company at the latest on the second trading day following the clearance decision of the AMF regarding the joint offer document, and at the latest on the day preceding the opening of the Public Buy-Out Offer regarding the other information documents relating, in particular, to the legal, financial and accounting characteristics of the Offeror and the Company. Prior to the opening of the Public Buy-Out Offer, the AMF will publish a notice of opening and timetable of the Offer, and Euronext Paris will publish a notice announcing the timetable and the main characteristics of the Public Buy-Out Offer, as well as the conditions for the implementation of the Squeeze-Out, including the date of its implementation. 2.4 POSITION OF THE BSAS Treatment of the BSAs as part of the Simplified Cash Public Offer The Company has granted Share subscription warrants (bons de souscription d'actions, the "BSAs") in the context of several plans during 2009, 2010, 2012, 2013, 2014, 2015, 2016 and 2017, the main characteristics of which are set out on pp. 5 et seq. of the response document (note en réponse) prepared by the Company as part of the Simplified Cash Public Offer and available on the websites of the Company ( and the AMF ( At the date of the clearance decision of the Simplified Cash Public Offer, there were 245,948 BSAs. They are not listed and were not transferable. They were therefore not targeted by the Simplified Cash Public Offer. In accordance with the commitments made by the Company in the Tender Offer Agreement, the board of directors of the Company decided, on October 24, 2017, and subject to the clearance decision of the Offer by the AMF, to amend the terms and conditions for the exercise of the BSAs in order to allow the exercise, by their holders, of all of their BSAs not having lapsed, including those for which the exercise was subject to performance conditions. On November 14, 2017, the exercise period of all of the outstanding BSAs have therefore been accelerated. In addition, the Company had proposed to holders of BSAs to benefit from a mechanism allowing them to exercise their BSAs and sell the underlying Shares to a financial intermediary acting on behalf of the Offeror, at the price of the Simplified Cash Public Offer of 20,00 euros per Share, without having to make the advance payment of the subscription price required to exercise such BSAs. CACEIS Corporate Trust, the financial institution with which the BSAs are held, was in charge of selling the Shares on behalf of the holders of BSAs and paying the latter the amount in cash corresponding to the sale price of the Shares, after deduction of the exercise price of the BSAs and, as the case may be, the applicable trading fees, charges and/or tax. During the Simplified Cash Public Offer, between November 27, 2017 and December 5, 2017 (included), Stryker acquired off-market from the holders of BSAs issued by Vexim, at a unit price of euros, of 707,054 Shares resulting from the exercise by such holders of their BSAs Outstanding BSAs following the Simplified Cash Public Offer Following the Simplified Cash Public Offer and as of the date of this joint offer document, to the knowledge of the Offeror, there are 20,000 outstanding BSAs, referred to as the "BSA ," issued and granted by the Company pursuant to a decision of the board of directors of the Company 9

15 as of September 14, 2016, taken upon the delegation of authority granted by the shareholders general meeting held on May 24, These BSAs are held by one single person. The characteristics of such BSAs are as follows: BSA Date of the general meeting of shareholders Date of the meeting of the board of directors Issuance price per BSA Subscription price per Share May 24, 2016 September 14, euro (10% of the subscription price of a new ordinary share) 9.59 euros Date of first exercise September 14, 2017 Expiration date September 14, 2026 Number of BSAs authorized to be issued 20,000 Number of outstanding BSAs 20,000 Number of corresponding Shares 20,000 Prior to the filing of the Offer, the Offeror entered into an agreement with the holder of these BSAs (the "Agreement relating to the BSAs") according to which, subject to the clearance decision of the Offer by the AMF, the Shares underlying the BSAs will be subject to a put option (promesse unilatérale d'achat) and a call option (promesse unilatérale de vente), at the Offer price of euros per Share, under the following terms: - the Offeror gives to the holder of BSAs the right to sell his BSAs to the Offeror, during a period of three (3) trading days from the opening of the Public Buy-Out Offer; - the holder of BSAs gives to the Offeror the right to purchase his BSAs, during a period of three (3) trading days from the fourth day of opening of the Public Buy-Out Offer; and - the Offeror will have, on the exercise of either option, a mandate from the holder of BSAs authorizing the Offeror to exercise all of the BSAs on the name and for the account of the holder of BSAs and pay to the Company the exercise price of all the BSA. The Offeror will then transfer to the holder of BSAs the difference between the price per Share of the Public Buy-Out Offer and the exercise price per BSA, after deduction of all potential tax, fees and charges, multiplied by the total number of BSA underlying Shares. As a result, the holder of BSAs benefits from the same mechanism as that provided to the holders of BSAs in the context of the Simplified Cash Public Offer (as described in Section of this joint offer document), allowing him to exercise his BSAs and sell the underlying Shares without having to make the advance payment of the subscription price required to exercise such BSAs. 2.5 PROCEDURE FOR TENDERING INTO THE PUBLIC BUY-OUT OFFER The Public Buy-Out Offer will remain open for a period of 10 trading days, in accordance with the provisions of Article of the AMF General Regulation. 10

16 The Public Buy-Out Offer will be conducted through purchases on the market, through Exane BNP Paribas, as member of the buyer market, acting as an intermediary on behalf of the Offeror. The settlement-delivery will occur as and when the orders are executed, within two (2) trading days after each order is executed. The Company shareholders whose Shares are held through a financial intermediary (credit institutions, investment firms, etc.) and who wish to tender their Shares into the Public Buy-Out Offer, under the conditions set forth in this joint offer document, must give an order to such financial intermediary to irrevocably sell their Shares in accordance with the form provided by such intermediary no later than on the expiration date of the Public Buy-Out Offer. The Company shareholders whose Shares are registered in nominative form shall first convert them into bearer form to tender them into the Public Buy-Out Offer. As a consequence, in order to tender their Shares into the Offer, the Company shareholders shall request from the proxies of the Company (CACEIS Corporate Trust), as soon as possible, the registration of their Shares in bearer form with an authorized intermediary. Trading costs (i.e., brokerage fees and the corresponding VAT) will be entirely borne by the selling shareholders, it being specified that the compensation paid as part of the Public Buy-Out Offer will be net of all costs. The Shares tendered into the Public Buy-Out Offer must be freely transferable and free from all liens, pledges and all other security or encumbrance restricting the free transfer of their ownership. The Offeror reserves the right to disregard any Shares tendered into the Public Buy-Out Offer that do not meet this requirement. 2.6 SQUEEZE-OUT, DELISTING FROM EURONEXT GROWTH AND DEREGISTRATION In accordance with the provisions of Articles and of the AMF General Regulation, following the Public Buy-Out Offer, the Shares that have not been tendered into the Public Buy-Out Offer will be transferred to the Offeror in exchange for a compensation of euros per Share (net of all costs), on the trading day following the expiration date of the Public Buy-Out Offer. A notice informing the public of the Squeeze-Out will be published by the Offeror in a newspaper carrying legal notices in the vicinity of the Company's registered office pursuant to Article of the AMF General Regulation. The amount of the compensation will be transferred, net of all costs, on the trading day following the expiration date of the Public Buy-Out Offer, on a blocked account opened for this purpose at BNP Paribas Securities Services, acting as centralizing agent of the compensation transactions. After the closing of the accounts of the affiliates, BNP Paribas Securities Services, upon the presentation of the certificates indicating the balance (attestations de solde) issued by Euroclear France, will transfer to the financial intermediaries holding securities accounts (établissements dépositaires teneurs de comptes) the amount of the compensation due to them, and the latter will credit the accounts of the relevant holders of Shares for the compensation that is due to them. In accordance with Article of the AMF General Regulation, unallocated funds relating to the compensation of Shares whose legal beneficiaries remain unknown will be retained by BNP Paribas Securities Services for a period of ten (10) years from the date of the Squeeze-Out and transferred to the Caisse des dépôts et consignations upon the expiry of this period. These funds will be made available to the legal beneficiaries subject to the thirty-year limitation period, after which they will be transferred to the French State. The Shares will be delisted from Euronext Growth on the trading day following the expiration date of the Public Buy-Out Offer, date on which the Squeeze-Out will be implemented. 11

17 2.7 INDICATIVE TIMETABLE OF THE OFFER Prior to the opening of the Public Buy-Out Offer, the AMF will publish a notice of opening and timetable of the Offer (avis d'ouverture et de calendrier), and Euronext Paris will publish a notice setting out the characteristics and timetable of the Public Buy-Out Offer as well as the conditions of implementation of the Squeeze-Out, and in particular its implementation date. An indicative timetable is set forth below: February 14, 2018 Announcement of the proposed Offer March 16, 2018 Filing of the proposed Offer and of the draft joint offer document with the AMF Draft joint offer document made available to the public and published on the websites of the AMF ( of the Offeror ( and of the Company ( Dissemination by the Offeror and the Company of a joint press release relating to the filing of the proposed Offer April 5, 2018 Clearance decision of the Offer by the AMF constituting a visa of the draft joint offer document Joint offer document made available to the public and published on the websites of the AMF ( of the Offeror ( and of the Company ( April 6, 2018 Filing of the "Other information" document by the Offeror and the Company with the AMF April 9, 2018 "Other information" documents made available to the public and published on the websites of the AMF ( of the Offeror ( and of the Company ( Dissemination by the Offeror and the Company of a joint press release relating to the availability of the joint offer document approved by the AMF and of the "Other information" documents April 10, 2018 Opening date of the Public Buy-Out Offer April 23, 2018 Expiration date of the Public Buy-Out Offer April 24, 2018 Publication by the AMF of a notice relating to the result of the Public Buy-Out Offer April 24, 2018 Implementation of the Squeeze-Out for the Shares, and delisting of the Shares from Euronext Growth 12

18 2.8 FINANCING AND COSTS OF THE OFFER Costs of the Offer The total fees, costs and external expenses incurred by the Offeror in connection with the Offer, including commissions, fees and other costs related to external financial, legal and accounting advice and of any other experts and consultants, as well as communication costs, is estimated to be approximately 800,000 euros, excluding tax Financing of the Offer The maximum cash outlay for the acquisition of all the Shares targeted by the offer, on the basis of a price for the Offer of euros per Share, would represent a maximum amount of 8,256,580 euros (excluding the related costs and expenses). The Offer will be fully financed by way of the Offeror's own funds, as they result from the intragroup loan granted during the 2017 fiscal year by Stryker France Holdings SNC, sole shareholder of the Offeror, in order to finance the acquisition of the Vexim securities. Stryker France Holdings SNC has investments in several operating subsidiaries, including Stryker Spine SAS, Stryker Trauma GmbH and Leibinger GmbH, for a total investment amount exceeding 870 million euros Brokerage fees and compensation granted to intermediaries No expenses will be reimbursed and no commission will be paid by the Offeror to a holder which tenders his/her/its Shares into the Public Buy-Out Offer, or to any intermediary or to any person requesting the tendering of Shares into the Public Buy-Out Offer. 2.9 RESTRICTIONS CONCERNING THE OFFER OUTSIDE OF FRANCE The Offer is being made exclusively in France. This joint offer document is not intended to be distributed in any country other than France. The Offer is not subject to the control and/or authorization of any regulatory authority whatsoever outside of France, and no steps will be taken for such purpose. Shareholders and holders residing outside of France cannot participate in the Offer unless they are permitted to do so pursuant to the local law applicable to them. Participation in the Offer and the distribution of this joint offer document may be subject to restrictions outside of France. The Offer is not directed, directly or indirectly, to persons who are subject to such restrictions. Persons who are in possession of this joint offer document must comply with the restrictions in force in their countries. Failure to comply with such restrictions may constitute a breach of applicable laws and regulations. The Offeror will not bear any responsibility in case of breach by any person of applicable legal or regulatory restrictions. This joint offer document and the other documents relating to the Offer do not constitute an offer to sell or purchase financial instruments or a solicitation of such an offer in any country in which such an offer or solicitation is illegal or subject to legal or regulatory restrictions, or to any person to whom such an offer or solicitation could not be duly made. 13

19 United States of America This joint offer document does not constitute an extension of the Offer in the United States and the Offer is not being made, directly or indirectly, in the United States, to persons located in the United States or "US persons" (within the meaning of Regulation S under the U.S. Securities Act of 1933 as amended), by use of mail, or by any means of communication or instrumentality of commerce (including, but not restricted to, by fax, telex, phone and ) of the United States or of any facility of a United States securities exchange. Consequently, copies of this joint offer document and other documents relating to this joint offer document or to the Offer may not be mailed, communicated, or otherwise disseminated in the United States by an intermediary or any other person in any manner whatsoever. Accordingly, no shareholders of the Company may tender their Shares into the Offer if they cannot represent that (i) they are not a "US Person", (ii) they have not received in the United States a copy of this joint offer document or any other document related to the Offer, and that they did not send any such document to the United States, (iii) they have not used, directly or indirectly, the mail, or a means of telecommunication or other means or instrumentality of commerce or the facilities of a United States securities exchange in relation to the Offer, (iv) they were not in the United States when they accepted the Offer or issued their order to tender their shares, and (v) they are not an agent nor a fiduciary acting for a person other than a person having issued his/her instructions outside of the United States. Authorized intermediaries may not accept orders to tender securities which have not been made in accordance with the provisions set forth above except as otherwise expressly authorized or instructed by or on behalf of the Offeror, at its sole discretion. This joint offer document does not constitute an offer to purchase or sell or a solicitation of an order to purchase or sell Shares in the United States and has not been submitted to the U.S. Securities and Exchange Commission. For the purposes of the two paragraphs above, United States means the United States of America, their territories and possessions, or any of these States and the District of Columbia TAX REGIME APPLICABLE TO THE OFFER IN FRANCE In the current state of French legislation, the tax regime applicable to shareholders who will sell their Shares in the context of the Offer is described below. However, the attention of the shareholders of the Company who will participate in the Offer is drawn to the fact that this information constitutes a mere summary of the tax regime in force and is not meant to represent an exhaustive analysis of all tax effects likely to be applicable to shareholders of the Company, and that their specific situation must be examined by their usual tax advisor. This summary is based on the French legal provisions currently in force and is therefore likely to be affected by changes in French tax rules, which could, as the case may be, have a retroactive effect, and by their interpretation by the French tax administration as well as the French courts. Holders who are not tax residents of France must also comply with the tax legislation in force in their country of residence taking into account, as the case may be, international tax treaties that have been entered into between France and their country of residence. 14