Smith & Nephew PLC 6-K, filed Sep 16, 2026
Smith & Nephew PLC (SNN)
6-K
2026-09-16
For: 2026-09-16
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Added on
September 16, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on September 16, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
September
16, 2026
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ✔
Form 40-F
__
September 15, 2026
Smith+Nephew announces pricing of its cash tender offer for up to
$250 million of its outstanding 2.032% notes due 2030
Smith+Nephew, the global medical technology company (the
"Company") (LSE:SN, NYSE: SNN), announced today the
pricing of its previously announced offer to purchase for cash (the
"Tender
Offer"), upon the terms and
subject to the conditions set forth in an offer to purchase dated
September 8, 2026 (the "Offer to
Purchase"), up to U.S.$250
million aggregate principal amount (the "Maximum Tender
Amount") of the Company's
2.032% Senior Notes due 2030 (the "Notes") from each registered holder of the Notes (each a
"Holder" and collectively, the "Holders"). The Tender Offer is made upon and is subject
to the terms and conditions set forth in the Offer to Purchase.
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to
Purchase.
Holders are advised to read carefully the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Tender Offer. The Reference Yield of the
Reference Treasury Security at the Price Determination Date and the
Tender Offer Consideration are detailed in the table
below.
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Title of Security
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CUSIP/ISIN(1)
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Aggregate Principal Amount
Outstanding
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Reference U.S.
Treasury
Security
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Fixed Spread
(basis
points)
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Bloomberg Reference
Page(2)
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Reference
Yield
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Tender Offer
Consideration(3)
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2.032% Senior Notes due 2030 (Maturity date: October 14,
2030)
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83192P AA6 / US83192PAA66
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$900,000,000
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4.375% U.S. Treasury due August 31, 2031
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55bps
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FIT1
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4.833%
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U.S.$878.90
per U.S.$1,000 principal amount
|
(1) No
representation is made as to the correctness or accuracy of the
CUSIP or ISIN numbers listed in this announcement or printed on the
Notes. They are provided solely for
convenience.
(2) The
Bloomberg Reference Page is provided for convenience only. To the
extent any Bloomberg Reference Page changes prior to the Price
Determination Date (as defined in the Offer to Purchase), the
Dealer Manager (as defined below) referred to below will quote the
Reference Treasury Security from the updated Bloomberg Reference
Page.
(3) Per
U.S.$1,000 principal amount of Notes validly tendered and accepted
for purchase pursuant to the Tender Offer. Does not include accrued
and unpaid interest.
Tender Offer Consideration
The Tender Offer Consideration for each $1,000 principal amount of
Notes validly tendered and accepted for purchase pursuant to the
Tender Offer was determined in the manner described in the Offer to
Purchase by reference to the Fixed Spread specified in the Offer to
Purchase over the Reference Yield based on the bid-side price of
the Reference Treasury Security specified in the Offer to Purchase,
as calculated by the Dealer Manager at 4:00 p.m., New York City
time, today, September 15, 2026, as set out in the table
above.
The Tender Offer will expire at 5:00 p.m., New York City time,
today, September 15, 2026 (the "Expiration
Time"), unless extended or
earlier terminated. The Company expects to announce the results of
the Tender Offer as soon as practicable on the day following the
Expiration Time, expected to be tomorrow, September 16, 2026,
unless extended by the Company.
Subject to the terms and conditions of the Tender Offer, in
addition to the Tender Offer Consideration, Holders whose Notes are
accepted for purchase in the Tender Offer will also be paid accrued
and unpaid interest from the last interest payment date of the
Notes to, but excluding, the Settlement Date, payable on the
Settlement Date. The Settlement Date will be promptly after the
Expiration Time. The Company expects that the Settlement Date will
be September 18, 2026.
Maximum Tender Amount and Proration
The aggregate principal amount of Notes purchased will not exceed
U.S.$250 million. If the aggregate principal amount of Notes
validly tendered and not validly withdrawn exceeds the Maximum
Tender Amount, acceptance of the Notes will be subject to
proration.
If the aggregate principal amount of Notes validly tendered and not
validly withdrawn would cause the Maximum Tender Amount to be
exceeded, then the Tender Offer will be oversubscribed. In that
case, the Notes accepted for purchase on the Settlement Date may be
accepted on a prorated basis.
All Notes not accepted as a result of proration will be returned to
the tendering Holder. A separate tender instruction must be
submitted on behalf of each beneficial owner of the Notes, given
the potential proration.
Offer Conditions
The Tender Offer is subject to the satisfaction or waiver of
certain conditions described in the Offer to Purchase, including
the Financing Condition, which has been satisfied. The Company's
obligation to accept for purchase, and pay for, validly tendered
Notes that have not been validly withdrawn, if applicable, is
subject to, and conditioned upon, satisfaction or, where
applicable, waiver of, the conditions to the Tender Offer. See the
Offer to Purchase for further details.
Holders are advised to read carefully the Offer to Purchase for
full details of and information on the procedures for participating
in the Tender Offer.
Further Information
Holders may access the Offer to Purchase at https://gbsc-usa.com/smith&nephew/.
Questions and requests for assistance in connection with the Tender
Offer may be directed to the Dealer Manager at:
Merrill Lynch International
2 King Edward Street London, EC1A 1HQ
United Kingdom
Attn: Liability Management Group
Telephone (Europe): +44 20 7996 5420
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S.): +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
Questions and requests for assistance in connection with the tender
of Notes including requests for a copy of the Offer to Purchase may
be directed to:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call: +1 (212) 430-3774
Toll Free: +1 (855) 654-2015
Email: contact@gbsc-usa.com
NOTICE AND DISCLAIMER
From time to time, the Company may purchase additional Notes in the
open market, in privately negotiated transactions, through tender
offers or otherwise, or may redeem Notes pursuant to the terms of
the indenture governing the Notes. Any future purchases or
redemptions may be on the same terms or on terms that are more or
less favorable to Holders of Notes than the terms of the Tender
Offer. Any future purchases or redemptions by the Company will
depend on various factors existing at that time. There can be no
assurance as to which, if any, of these alternatives (or
combinations thereof) the Company may choose to pursue in the
future. The effect of any of these actions may directly or
indirectly affect the price of any Notes that remain outstanding
after the consummation or termination of the Tender
Offer.
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which must be read carefully before any
decision is made with respect to the Tender Offer. If any Holder is
in any doubt as to the action it should take or is unsure of the
impact of the Tender Offer, it is recommended to seek its own
financial and legal advice, including as to any tax consequences,
from its stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Notes in the Tender
Offer (or to validly withdraw any such tender). None of the
Company, the Dealer Manager, the Information & Tender Agent and
any person who controls, or is a director, officer, employee or
agent of such persons, or any affiliate of such persons, makes any
recommendation as to whether Holders should participate in the
Tender Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an
offer or an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by the
Company, the Dealer Manager and the Information & Tender Agent
to inform themselves about and to observe any such
restrictions.
United Kingdom
The Offer to Purchase is only addressed to Holders where they would
(if they were clients of the Company) be per se professional
clients or per se eligible counterparties of the Company within the
meaning of the rules of the Financial Conduct Authority
("FCA"). Neither the Offer to Purchase nor any other
related documents or materials are addressed to or directed at any
persons who would be retail clients within the meaning of the FCA
rules and any such persons should not act or rely on them.
Recipients of the Offer to Purchase and any other documents or
materials relating to the Tender Offer should note that the Company
is acting on its own account in relation to the Tender Offer and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Company or
for providing advice in relation to the Tender
Offer.
This announcement, the Offer to Purchase and any other documents
and/or materials relating to the Tender Offer are not being made
and this announcement, the Offer to Purchase and such documents
and/or materials have not been approved by an authorized person for
the purposes of section 21 of the Financial Services and Markets
Act 2000, as amended. Accordingly, this announcement, the Offer to
Purchase and such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of this announcement, the
Offer to Purchase and such documents and/or materials as a
financial promotion is only being made to persons outside the
United Kingdom and to those persons in the United Kingdom falling
within the definition of investment professionals (as defined by
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are
within Article 43(2) of the Financial Promotion Order or any other
persons to whom they may otherwise lawfully be communicated under
the Financial Promotion Order (all such persons together being
referred to as "relevant
persons") and the transactions
contemplated herein will be available only to, and engaged in, by
relevant persons. Any person who is not a relevant person should
not act on or rely on this announcement, the Offer to Purchase and
any such other documents and/or materials in the United
Kingdom.
France
This announcement, the Offer to Purchase and any other documents
and/or materials relating to the Tender Offer may not be
distributed in the Republic of France other than to qualified
investors (investisseurs
qualifiés) as defined in
Article L.411-2 1° of the French Code monétaire et
financier and only qualified investors (investisseurs
qualifiés) are eligible to
participate in the Tender Offer. The Tender Offer, this
announcement, the Offer to Purchase and any other documents and/or
materials relating to the Tender Offer have not been and will not
be submitted for clearance to nor approved by the
Autorité des
marchés financier.
Italy
None of the Tender Offer, this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le
Società e la Borsa ("CONSOB"), pursuant to Italian laws and regulations. The
Tender Offer is being carried out in Italy as an exempted offer
pursuant to article 101-bis, paragraph 3 bis of the Legislative
Decree No. 58 of February 24, 1998, as amended (the
"Financial
Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999,
as amended. Accordingly, Holders or beneficial owners of the Notes
that are located in Italy can tender Notes through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian
authority.
General
This announcement is for informational purposes only and shall not
constitute an offer to buy, a solicitation to buy or an offer to
sell any securities. The Tender Offer is being made only pursuant
to the Offer to Purchase and only in such jurisdictions as is
permitted under applicable law. Please see the Offer to Purchase
for certain important information on offer restrictions applicable
to the Tender Offer.
- ends -
Investor contacts
Emily Heaven +44 (0) 7811
919437
Smith+Nephew
emily.heaven@smith-nephew.com
Craig
Bijou
+1 (475) 850-8282
Smith+Nephew
craig.bijou@smith-nephew.com
Media Enquiries
Charles Reynolds +44 7811 121398
Smith+Nephew
charles.reynolds@smith-nephew.com
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business focused on
the repair, regeneration and replacement of soft and hard tissue.
We exist to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 17,000 employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global business units of
Orthopaedics, Sports Medicine & ENT and Advanced Wound
Management.
Founded in Hull, UK, in 1856, we now operate in around 100
countries, and generated annual sales of $6.2 billion in 2025.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The term 'Smith+Nephew' is used to refer to Smith & Nephew plc
and its consolidated subsidiaries, unless the context requires
otherwise.
For more information about Smith+Nephew, please
visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.
Smith+Nephew Forward-looking Statements
This announcement contains certain "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. For
example, statements regarding expected revenue growth and trading
profit margins, market trends and our product pipeline are
forward-looking statements. Phrases such as "aim", "plan",
"intend", "anticipate", "well-placed", "believe", "estimate",
"expect", "target", "consider" and similar expressions are
generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: conflicts
in Europe and the Middle East, economic and financial conditions in
the markets we serve, especially those affecting healthcare
providers, payers and customers; price levels for established and
innovative medical devices; developments in medical technology;
regulatory approvals, reimbursement decisions or other government
actions; product defects or recalls or other problems with quality
management systems or failure to comply with related regulations;
litigation relating to patent or other claims; legal and financial
compliance risks and related investigative, remedial or enforcement
actions; disruption to our supply chain or operations or those of
our suppliers; competition for qualified personnel; strategic
actions, including acquisitions and disposals, our success in
performing due diligence, valuing and integrating acquired
businesses; disruption that may result from transactions or other
changes we make in our business plans or organization to adapt to
market developments; relationships with healthcare professionals;
reliance on information technology and cybersecurity; disruptions
due to natural disasters, weather and climate change related
events; changes in customer and other stakeholder sustainability
expectations; changes in taxation regulations; effects of foreign
exchange volatility; effects of AI use and deployment; and numerous
other matters that affect us or our markets, including those of a
political, economic, business, competitive or reputational nature.
Please refer to the documents that Smith+Nephew has filed with the
U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Smith+Nephew's most
recent annual report on Form 20-F for the year ended December
31,
2025 and interim financial statements on Form 6-K for the six
months period ended
June 27, 2026, which are available on the SEC's website at www.
sec.gov and
the Offer to Purchase, for a discussion of certain of these
factors. Any forward-looking statement is based on information
available to Smith+Nephew as of the date of the
statement. The
Company can give no assurance that any goal or plan set forth in
the Company's forward-looking statements will be achieved and
readers are cautioned not to place undue reliance on such
statements, which speak only as of the date
made. All
written or oral forward-looking statements attributable to
Smith+Nephew are qualified by this caution. Smith+Nephew does not
undertake any obligation to update or revise any forward-looking
statement to reflect any change in circumstances or in
Smith+Nephew's expectations.
◊ Trademark
of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Smith & Nephew plc
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(Registrant)
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Date:
September 16, 2026
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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