Page 8 of 12 – SEC Filing
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Company reported in the Merger Agreement that
29,292,877 Shares were issued and outstanding as of the close of business on June 3, 2016.
(a) Each of the Reporting Persons may
have been deemed to have beneficial ownership of 1,904,584 Shares, which consists of (i) 1,304,584 Shares held by PRA Master Fund, (ii) 151,622 Shares held for the benefit of Magnetar Capital Master Fund, (iii) 121,020 Shares held for
the benefit of Magnetar Event Driven Fund, (iv) 70,440 held for the benefit of Hipparchus Master Fund, (v) 99,000 Shares held for the benefit of Spectrum Master Fund and (vi) 157,918 Shares held for the benefit of the Managed
Accounts, and all such Shares represented beneficial ownership of approximately 6.5% of the Shares.
(b) Each of the Reporting Persons may
have been deemed to share the power to vote and direct the disposition of 1,904,584 Shares, which consists of (i) 1,304,584 Shares held by PRA Master Fund, (ii) 151,622 Shares held for the benefit of Magnetar Capital Master Fund,
(iii) 121,020 Shares held for the benefit of Magnetar Event Driven Fund, (iv) 70,440 held for the benefit of Hipparchus Master Fund, (v) 99,000 Shares held for the benefit of Spectrum Master Fund and (vi) 157,918 Shares held for
the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 6.5% of the Shares.
(c) Except
as set forth on Schedule A attached hereto, the Reporting Persons had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were
effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the
NASDAQ Global Select Market and various other trading markets.
As disclosed by the Company in the Form 8-K filed with the SEC on
June 7, 2016:
On June 6, 2016, the Company entered into a definitive Agreement and Plan of Merger (the
Merger Agreement) with Zimmer Biomet Holdings, Inc., a Delaware corporation (Zimmer Biomet), and LH Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer Biomet
(Merger Sub).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Zimmer Biomet has agreed to cause Merger Sub to commence a tender offer (the Offer) to acquire all of the outstanding Shares, at a purchase price of $37.00 per Share (the Offer Price), net to the seller
in cash, without interest, subject to any required deduction or withholding of taxes.
(d) Except for clients of Magnetar Financial who
may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares reported herein, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an
agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in the Merger Agreement that
29,292,877 Shares were issued and outstanding as of the close of business on June 3, 2016.
(a) Each of the Reporting Persons may
have been deemed to have beneficial ownership of 1,904,584 Shares, which consists of (i) 1,304,584 Shares held by PRA Master Fund, (ii) 151,622 Shares held for the benefit of Magnetar Capital Master Fund, (iii) 121,020 Shares held for
the benefit of Magnetar Event Driven Fund, (iv) 70,440 held for the benefit of Hipparchus Master Fund, (v) 99,000 Shares held for the benefit of Spectrum Master Fund and (vi) 157,918 Shares held for the benefit of the Managed
Accounts, and all such Shares represented beneficial ownership of approximately 6.5% of the Shares.
(b) Each of the Reporting Persons may
have been deemed to share the power to vote and direct the disposition of 1,904,584 Shares, which consists of (i) 1,304,584 Shares held by PRA Master Fund, (ii) 151,622 Shares held for the benefit of Magnetar Capital Master Fund,
(iii) 121,020 Shares held for the benefit of Magnetar Event Driven Fund, (iv) 70,440 held for the benefit of Hipparchus Master Fund, (v) 99,000 Shares held for the benefit of Spectrum Master Fund and (vi) 157,918 Shares held for
the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 6.5% of the Shares.
(c) Except
as set forth on Schedule A attached hereto, the Reporting Persons had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were
effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the
NASDAQ Global Select Market and various other trading markets.
As disclosed by the Company in the Form 8-K filed with the SEC on
June 7, 2016:
On June 6, 2016, the Company entered into a definitive Agreement and Plan of Merger (the
Merger Agreement) with Zimmer Biomet Holdings, Inc., a Delaware corporation (Zimmer Biomet), and LH Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer Biomet
(Merger Sub).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions
thereof, Zimmer Biomet has agreed to cause Merger Sub to commence a tender offer (the Offer) to acquire all of the outstanding Shares, at a purchase price of $37.00 per Share (the Offer Price), net to the seller
in cash, without interest, subject to any required deduction or withholding of taxes.
(d) Except for clients of Magnetar Financial who
may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares reported herein, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an
agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.
