Vocera Announces Fundamental Change and Make-Whole Fundamental Change to its Convertible Senior Notes

Friday, February 25, 2022

SAN JOSE, Calif.--()--Vocera Communications, Inc., a recognized leader in clinical communication and workflow solutions, today announced that, in connection with the recently announced completion of its acquisition (the “Acquisition”) by Stryker Corporation (NYSE: SYK), a Fundamental Change and Make-Whole Fundamental Change has occurred under the indentures governing Vocera’s outstanding 1.50% Convertible Senior Notes due 2023 (the “2023 Notes”) and 0.50% Convertible Senior Notes due 2026 (the “2026 Notes” and, together with the 2023 Notes, the “Notes”).

The effective date of the Fundamental Change and Make-Whole Fundamental Change was February 23, 2022. As a result of the Acquisition, each holder of the Notes has the right, at such holder’s option, to require Vocera to repurchase for cash such holder’s Notes, or any portion of the principal amount thereof properly surrendered and not withdrawn pursuant to Section 15.03 of the applicable indenture that is equal to $1,000 or a multiple of $1,000, on March 25, 2022 at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, March 25, 2022. To effect any such repurchases of Notes, a holder must follow the procedures required by Section 15.02 of the applicable indenture.

In addition, as a result of the Acquisition, each holder has, subject to certain conditions, the right to convert their Notes at any time from, and including, the effective time of the Acquisition until March 25, 2022. Because the Acquisition constituted a Make-Whole Fundamental Change, the conversion rate for Notes surrendered for conversion from, and including, February 23, 2022 up to, and including, March 24, 2022 will be increased. The conversion rate of the 2023 Notes will be temporarily increased from 31.0073 units of Reference Property (as defined in the applicable indenture) per $1,000 principal amount per Note by an additional 0.1419 units of Reference Property to 31.1492 units of Reference Property per $1,000 principal amount per Note. The conversion rate of the 2026 Notes will be temporarily increased from 16.6272 units of Reference Property per $1,000 principal amount per Note by an additional 1.6092 units of Reference Property to 18.2364 units of Reference Property per $1,000 principal amount per Note. Each unit of Reference Property consists of $79.25 in cash. Notes with respect to which a Fundamental Change Repurchase Notice (as defined in each indenture) has been delivered by a holder may be converted only if the holder validly withdraws such Fundamental Change Repurchase Notice in accordance with the terms of the applicable indenture.

The Paying Agent and Conversion Agent is U.S. Bank Trust Company, National Association, located at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071.

About Vocera

The mission of Vocera Communications, Inc. is to improve the lives of healthcare professionals, patients, and families. Founded in 2000, Vocera provides clinical communication and workflow solutions that help protect and connect team members, increase operational efficiency, enhance quality of care and safety, and humanize the healthcare experience. More than 2,300 facilities worldwide, including nearly 1,900 hospitals and healthcare facilities, have selected Vocera solutions to enable their workforce to communicate and collaborate with co-workers and engage with patients and families. Mobile workers can choose the right device for their role or task, including smartphones or one of the company’s wearable communication devices, and use voice commands to easily reach people by name, role, or group. The hands-free Vocera Smartbadge was named to TIME’s list of the 100 Best Inventions of 2020. Vocera solutions can integrate with more than 150 clinical and operational systems, including electronic health records, nurse call systems, ventilators, physiological monitors, and more. In addition to healthcare, Vocera solutions are found in aged care facilities, veterinary hospitals, schools, luxury hotels, retail stores, power facilities, and more. Visit www.vocera.com to learn more and follow @VoceraComm on Twitter.

Vocera® and the Vocera logo are trademarks of Vocera Communications, Inc. registered in the United States and other jurisdictions. All other trademarks appearing in this release are the property of their respective owners.


Shanna Hearon
Vocera Communications, Inc.

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