The company said its wholly owned subsidiary Zimmer, Inc. entered into a merger agreement with Paragon 28, Inc., under which each Paragon 28 common share will be converted into $13.00 in cash and one contingent value right (CVR) 1 on January 28, 2025.

1. 01

   The company said its wholly owned subsidiary Zimmer, Inc. entered into a merger agreement with Paragon 28, Inc., under which each Paragon 28 common share will be converted into $13.00 in cash and one contingent value right (CVR) 1 on January 28, 2025.

2. 02

   The company said the equity value of the Paragon 28 acquisition is about $1.1 billion and the enterprise value is about $1.2 billion. The CVR will be paid at $0.00 to $1.00 per share, calculated on a straight-line basis, if net sales for fiscal 2026 are between $346 million and $361 million.

3. 03

   The company said Paragon 28 announced full-year 2024 net revenue of $255.9 million to $256.2 million. It also said that, considering the impact of financing, the transaction will be about 3% dilutive to adjusted EPS in 2025 and about 1% dilutive in 2026, and accretive to adjusted EPS within 24 months of closing.

4. 04

   The company said it plans to fund the acquisition with cash on its balance sheet and other available debt financing sources. It said closing is subject to regulatory approvals, approval by Paragon 28 stockholders and other conditions, and is expected in the first half of 2025.

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Original filing

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