Stryker Corporation (NYSE:SYK) made an offer to acquire Trauson Holdings Company Limited (SEHK:325) from Xu Yan Hua, CCB International Asset Management Ltd., Baring Asset Management Limited, Northern Trust Global Investments and other shareholders for HKD 5.9 billion in cash on January 17, 2013. Stryker Corporation will offer HKD 7.50 per share of Trauson Holdings. The transaction is subject to valid acceptances of the share offer being received for at least 90% of the shares, all mandatory consents from third parties having been obtained for the acquisition and the receipt of an opinion from the independent financial adviser to the Independent Board Committee confirming that the terms of the agreement are fair and reasonable.

An Independent Board Committee, which comprises all the non-executive directors of Trauson Holdings other than Xu Yan Hua has been established to make a recommendation to the shareholders and optionholders as to whether the offer is, or is not, fair and reasonable. Upon closing, the transaction is expected to be neutral to Stryker's 2013 diluted net earnings per share excluding acquisition and integration-related charges and accretive thereafter. Opening date of the share offer is February 7, 2013. Last date for the acceptance of offer is March 1, 2013. Latest date by which the share offer can become or be declared unconditional as to acceptances will be April 8, 2013. Latest time and date by which the share offer and the option offer can become or be declared unconditional in all respects is April 29, 2013. The Independent board committee recommends shareholders to vote in favor of the offer at the extra ordinary general meeting and accept the offer considering that the terms of the offer are fair and reasonable. The transaction is expected to close by the end of the second quarter of 2013.

Stryker Corporation intends to exercise the right under section 88 of the Cayman Islands Companies Law to compulsorily acquire those Shares not acquired by it under the share offer if it, within four months of the posting of this composite document, acquires not less than 90% of the Shares. On completion of the compulsory acquisition, if exercised, Trauson will become a wholly-owned subsidiary of the Stryker Corporation. As of March 1, 2013, the offer remains open for acceptance until on June 6, 2013. Qian Fu Qing, an Executive Director of Trauson, Xu and Wang Chong Guang Charles, both Non-Executive Directors of Trauson resigned. Ramesh Subrahmanian has been appointed as an Executive Director and Chairman of Trauson, Aiguo Wang as an Executive Director and the Chief Executive Officer of Trauson, each of Vincenzo Rispoli and Tony McKinney has been appointed as an Executive Director of Trauson and Paul Gibbeson has been appointed as a Non-Executive Director of Trauson. Stryker reached an acceptance for 718.24 million which is 92.76% of Trauson Holdings Company. The offer has become unconditional.

M. N. Sabine of Somerley acted as financial advisor for the Independent Board Committee. Edward King of Barclays Capital Asia Limited acted as financial advisor for Stryker Corporation. UBS AG, Hong Kong Branch acted as financial advisor for Trauson Holdings Company Limited. Kay Ian Ng, Michael DeSombre, Gwen Wong, Garth Bray, Jieni Gu, Alan Zhang and Jessica Li of Sullivan & Cromwell acted as legal advisors for Stryker. Lina Lee, Robert Ogilvy, Tracy Li, Lilian Leung and Jonathan Hsui of Ashurst acted as legal counsel for Trauson. Rob Ashworth and Anna Shek of Freshfields Bruckhaus Deringer LLP acted as legal advisors for Barclays Capital Asia Limited. Computershare Hong Kong Investor Services Limited acted as transfer agent for Trauson Holdings Company Limited. David Lamb of Limited acted as a legal advisor to Stryker Corporation.