Letterhead of Tornier B.V.]
Exhibit 10.39
[Letterhead of Tornier B.V.]
To: KCH Stockholm ▇▇
▇▇▇▇▇▇▇▇ Advokatbyra
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SE — 651 13 Karlstad
October 1, 2009
€ 29,600,000 aggregate nominal amount
of zero coupon bonds
convertible into
common shares of the issuer
(the “Bonds”)
Dear Sirs,
Reference is made to (i) the subscription agreement dated July 18, 2006 between Tornier B.V. as issuer and KCH Stockholm AB as purchaser, and (ii) the deed of issue dated July 27, 2006 between the aforesaid parties (the “Deed of Issue”), both relating to the Bonds.
Being the issuer of the Bonds, we hereby confirm the conversion of the total principal amount of such Bonds specified below into common shares in accordance with clause 7.2 of the Deed of Issue.
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Total principal amount of Bonds converted: |
€ 29,600,000 |
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Total number of common shares issued: |
8,824,494 |
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Cash equivalent for fraction of shares (if any): |
€ -0.22, to be paid in accordance with the notarial
deed of issue referred to below. |
The common shares required to be delivered will be delivered by the execution of a notarial deed of issue and by registering KCH Stockholm AB in the shareholders register as the holder of the common shares issued in respect of this conversion.
Pursuant to clause 7.6 all Bonds are cancelled as a result of the conversion.
Yours faithfully,
for and on behalf of Tornier B.V.
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/s/ E.C.M. Liu |
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/s/ G.F.X.M. Nieuwenhuizen |
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E.C.M. Liu |
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G.F.X.M. Nieuwenhuizen |
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Managing Director A |
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Managing Director A |
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/s/ ▇. ▇. ▇▇▇▇▇ |
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Member Supervisory Board |
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