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Zimmer Biomet logoZimmer Biomet ZBH

Zimmer Biomet said it entered into an Agreement and Plan of Merger with Monogram Technologies Inc. on July 11, 2025, under which Merger Sub will merge into Monogram, with Monogram surviving as a wholly owned subsidiary of the company.

8-KRegulation FD DisclosureFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Zimmer Biomet said it entered into an Agreement and Plan of Merger with Monogram Technologies Inc. on July 11, 2025, under which Merger Sub will merge into Monogram, with Monogram surviving as a wholly owned subsidiary of the company.

  2. The company said Monogram common stockholders will receive $4.04 in cash per share plus 1 contingent value right per share. The presentation said the deal values Monogram at about $168 million and that the CVR may pay up to an additional $12.37 per share.

  3. The company said the terms provide for each share of Monogram Series D preferred stock to receive $2.25 in cash per share plus any accrued but unpaid cumulative dividends, and each share of Series E preferred stock to receive $100.00 in cash per share, in each case without interest.

  4. The company said it plans to fund the purchase price with cash on hand and other debt financing, and expects the deal to close in the second half of 2025, subject to regulatory approvals and Monogram stockholder approval. It said the deal is expected to be neutral to EPS in 2025 to 2027.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Zimmer Biomet to acquire Monogram Technologies under merger agreement

Zimmer Biomet said it entered into an Agreement and Plan of Merger with Monogram Technologies Inc. on July 11, 2025, under which Merger Sub will merge into Monogram, with Monogram surviving as a wholly owned subsidiary of the company.

Source · Based on the filing body and exhibits

Monogram common stock consideration and CVR structure

The company said Monogram common stockholders will receive $4.04 in cash per share plus 1 contingent value right per share. The presentation said the deal values Monogram at about $168 million and that the CVR may pay up to an additional $12.37 per share.

Source · Based on the filing body and exhibits

Monogram preferred stock consideration terms

The company said the terms provide for each share of Monogram Series D preferred stock to receive $2.25 in cash per share plus any accrued but unpaid cumulative dividends, and each share of Series E preferred stock to receive $100.00 in cash per share, in each case without interest.

Source · Based on the filing body and exhibits

Financing, closing conditions and EPS impact

The company said it plans to fund the purchase price with cash on hand and other debt financing, and expects the deal to close in the second half of 2025, subject to regulatory approvals and Monogram stockholder approval. It said the deal is expected to be neutral to EPS in 2025 to 2027.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.