M&A - Paragon 28, Inc.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000095015725000330

Filing Summary: On April 21, 2025, Paragon 28, Inc. completed a merger with Gazelle Merger Sub I, Inc., a wholly owned subsidiary of Zimmer, Inc. The Company became a wholly owned subsidiary of Zimmer, Inc., and each outstanding share of the Company’s common stock was converted into the right to receive $13.00 in cash and one contractual contingent value right (CVR). The CVR allows for a potential additional cash payment based on Net Revenue milestones between January 1, 2026, and December 31, 2026. The merger led to the termination of the Company’s existing loan agreements and resulted in a change of control with all current board directors and certain officers ceasing their roles. The common stock will be delisted from the New York Stock Exchange, and the Company intends to terminate its reporting obligations under the Exchange Act. The merger significantly alters the rights of stockholders, as they will only have the right to receive the merger consideration and CVRs after the effective time of the merger.

Form Type: POS AM

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000331

Filing Summary: On April 21, 2025, Paragon 28, Inc. filed a Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-268082 with the SEC. This amendment pertains to the merger of Paragon 28, Inc. with Zimmer, Inc. and Gazelle Merger Sub I, Inc., through which Paragon 28, Inc. became a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. The amendment serves to terminate all offerings of securities under the prior Registration Statement due to the merger, and it effectively removes any unsold securities from registration. The original Registration Statement was filed on November 1, 2022, for the purpose of registering an aggregate initial offering price of up to $100,000,000 and 10,000,000 shares of common stock.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000332

Filing Summary: On April 21, 2025, Paragon 28, Inc. completed a merger with Zimmer Biomet Holdings, Inc., in which Paragon 28 became a wholly owned subsidiary of Zimmer Biomet. This Post-Effective Amendment No. 1 serves to terminate the effectiveness of previously registered securities by Paragon 28, specifically under three Registration Statements on Form S-8. The first registration statement, filed on October 20, 2021, registered 14,278,219 shares of common stock under the 2011 Omnibus Stock Option and Award Plan, the 2021 Incentive Award Plan, and the 2021 Employee Stock Purchase Plan. The second, filed on March 2, 2023, registered 9,253,070 additional shares, and the third, filed on March 1, 2024, registered 4,969,526 additional shares. All offerings of securities under these statements have been terminated as a result of the merger, and this amendment removes from registration any unsold securities previously registered.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000333

Filing Summary: On April 21, 2025, Paragon 28, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements. The amendment is related to the merger between Paragon 28, Inc., Zimmer, Inc., and Zimmer Biomet Holdings, Inc. as stipulated in their Agreement and Plan of Merger dated January 28, 2025. Following the merger, Paragon 28, Inc. will continue as a wholly owned subsidiary of Zimmer. Consequently, all offerings of securities under the previously filed Registration Statements are terminated, and the document serves to deregister any unsold common stock under those statements. This amendment ensures compliance with the Securities Act of 1933 while concluding the registration of the associated securities.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000334

Filing Summary: On April 21, 2025, Paragon 28, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statement in relation to its merger with Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. This merger is effective as of April 21, 2025, and results in Paragon 28, Inc. becoming a wholly owned subsidiary of Zimmer Biomet. The amendment also indicates the termination of all offerings of securities under the previous Registration Statements and removes from registration any unsold securities previously registered. Several Registration Statements were mentioned, including those filed in October 2021, March 2023, and March 2024, detailing the shares of common stock issuable under various stock option plans and employee stock purchase plans. The filing marks the completion of the merger process and the end of the registration for these securities.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000095015725000327

Filing Summary: On April 17, 2025, Paragon 28, Inc. held a special meeting of common stockholders to vote on several proposals, primarily focused on the approval of a merger agreement with Zimmer, Inc. The merger proposal received a strong endorsement with approximately 78.46% of the shares voting in favor. Alongside this, an advisory non-binding proposal regarding compensation for executive officers in connection with the merger was also approved with about 71.06% support. Due to sufficient votes in favor of the merger, a proposal to adjourn the meeting for further solicitation of proxies was deemed unnecessary. The closing of the merger is contingent upon certain regulatory approvals, which have been obtained, and the transaction is expected to finalize around April 21, 2025.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000311

Filing Summary: On April 10, 2025, Paragon 28, Inc. reported on its merger agreement with Zimmer, Inc., a subsidiary of Zimmer Biomet Holdings, Inc. Following the agreement on January 28, 2025, the company faces stockholder litigation alleging misrepresentation regarding the proxy statement for the merger. Complaints have been filed by stockholders in New York claiming that information was omitted and seeking to enjoin the merger. The company asserts the allegations are without merit but intends to make voluntary disclosures to mitigate litigation risks. The merger remains on schedule with the Special Meeting for stockholder votes planned for April 17, 2025. Despite the ongoing legal matters, the company maintains its recommendation for stockholders to vote for the merger proposals, emphasizing that the merger process will not be hindered by additional lawsuits unless significant new claims arise. The company expressed confidence in overcoming litigation barriers and completing the merger as planned.

Form Type: DEFA14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000095015725000312

Filing Summary: On January 28, 2025, Paragon 28, Inc. entered into a Merger Agreement with Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. The agreement involves Merger Sub being merged with Paragon 28, which will continue as the surviving entity under Zimmer, Inc. Following the initial filing of the Proxy Statement on March 18, 2025, there have been multiple complaints filed in New York State Court by shareholders alleging misrepresentation regarding the Proxy Statement associated with the merger. The complaints and related demand letters accuse Paragon 28 of including material omissions and misstatements regarding the merger transaction. The plaintiffs are seeking to halt the merger until further disclosures are made and, if the merger proceeds, seek rescission or damages. Paragon 28 believes these claims lack merit and aims to provide supplemental disclosures to the proxy statement to address concerns, continuing to urge shareholders to approve the merger as originally proposed. A special meeting for shareholders is scheduled for April 17, 2025, with the Board recommending a vote in favor of the merger.

Form Type: DEFA14A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000095015725000293

Filing Summary: On April 2, 2025, Paragon 28, Inc. communicated through an email sent to its employees, discussing a recent presentation at the Zimmer Biomet Global Leadership Summit. The discussion highlighted the company's commitment to innovation and leadership in the medical technology space, emphasizing their mission to alleviate pain and improve quality of life. The leadership showcased the exciting opportunities ahead with Zimmer Biomet and underscored their cultural values and competitive edge in the industry. They reiterated the operational independence of both companies until the completion of the merger. The email encouraged employees to familiarize themselves with Zimmer Biomet's mission and values as they anticipate closing the transaction, which is subject to shareholder approval and regulatory conditions. Furthermore, there is an emphasis on the potential impact of the proposed merger on both companies as they seek to integrate successfully and maintain operational relationships during this transitional period. Additionally, the communication includes forward-looking statements regarding potential benefits and risk factors associated with the merger, alongside information on participation in the solicitation of proxies from stockholders in connection with the proposed transaction.

Form Type: DEFA14A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000095015725000236

Filing Summary: On March 17, 2025, Paragon 28, Inc. communicated updates regarding a pending merger with Zimmer Biomet. Key points highlighted include the expiration of the waiting period under the HSR Act, indicating that the integration process is on track. Paragon 28 will continue to operate as an independent entity until the merger closes, with assurances from Zimmer Biomet for maintaining the leadership structure within Paragon 28. Leadership from Paragon 28 will remain unchanged during the integration process. The communication also emphasizes the commitment to enhance their Foot & Ankle channel and to ensure a smooth transition, alongside a cautionary note about potential risks associated with the merger, including regulatory approvals and competition concerns. There will be ongoing updates as the merger progresses and when regulatory approval processes are completed.

Form Type: DEFM14A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000114036125009097

Filing Summary: Paragon 28, Inc. filed a definitive proxy statement regarding a special meeting of stockholders scheduled for April 17, 2025, to approve an Agreement and Plan of Merger with Zimmer, Inc., a subsidiary of Zimmer Biomet Holdings, Inc. Under the terms of the merger, Paragon 28 will be merged with a subsidiary of Zimmer, with Paragon 28 becoming an indirect wholly owned subsidiary of Zimmer Biomet. Shareholders will receive $13.00 per share in cash and a contingent value right (CVR) representing potential future cash payments up to $1.00 per share, contingent on achieving specific revenue milestones. The merger is subject to shareholder approval, and the board of directors recommends that stockholders vote in favor of the proposal.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000095015725000211

Filing Summary: Paragon 28, Inc. announced the execution of a Merger Agreement with Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. Paragon 28 will be merged with Gazelle Merger Sub I, Inc., with Paragon 28 continuing as the surviving entity and a wholly owned subsidiary of Zimmer, Inc. The expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has occurred, allowing the merger conditions to advance. Further approvals and the majority vote from shareholders are still required for completion of the merger. A preliminary proxy statement was filed on February 27, 2025, providing additional information about the transaction.

Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000095015725000212

Filing Summary: On March 10, 2025, Paragon 28, Inc. announced that it has entered into an Agreement and Plan of Merger with Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. According to the terms of the Merger Agreement, Zimmer's Merger Sub will merge with Paragon 28, with Paragon 28 continuing as the surviving entity and becoming a wholly owned subsidiary of Zimmer. The filing mentions that the closing of the Merger is contingent upon various conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Act, which expired on March 10, 2025. Additional approval from the stockholders of Paragon 28 is also required for the merger to proceed, along with other customary regulatory and closing conditions. A press release regarding the expiration of the waiting period is attached as Exhibit 99.1.

Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000155837025002386

Filing Summary: Paragon 28, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, revealing significant developments, including a merger agreement with Zimmer, Inc., established on January 28, 2025. Under the agreement, Paragon will merge into a subsidiary of Zimmer, continuing as a wholly owned subsidiary. Each outstanding share of Paragon's common stock will convert to $13.00 in cash and a contingent value right, subject to conditions. The merger incorporates standard provisions, including covenants requiring both parties to make reasonable efforts to finalize the transaction. Additionally, the report emphasizes potential risks and uncertainties associated with the merger and the business's reliance on product adoption and market dynamics.

Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000090

Filing Summary: On January 30, 2025, Paragon 28, Inc. announced its acquisition by Zimmer Biomet. The company's CEO, Albert DaCosta, communicated this news to employees, emphasizing the strategic fit between Paragon 28 and Zimmer Biomet in the foot and ankle market. DaCosta expressed optimism about the resources Zimmer Biomet brings to support Paragon 28's growth, particularly given that the addressable market for foot and ankle products exceeds $5 billion. The merger agreement has received unanimous board approval from both companies and will require regulatory approvals before completion, anticipated in the first half of 2025. DaCosta assured employees that the merger would enhance operations without compromising the company’s core values. The communication also included a caution regarding forward-looking statements related to potential benefits and risks of the proposed transaction.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000095015725000076

Filing Summary: On January 28, 2025, Paragon 28, Inc. announced its entry into a Merger Agreement with Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. This agreement outlines the acquisition of Paragon 28 by Zimmer, Inc. A joint press release regarding this merger was issued on the same day, detailing the terms of the agreement, which will be followed by additional filings. The company outlined potential benefits and risks associated with the merger, including financial conditions, operational integrations, and stockholder approvals that may impact the transaction's closing.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000095015725000082

Filing Summary: On January 28, 2025, Paragon 28, Inc. entered into an Agreement and Plan of Merger with Zimmer, Inc., which is a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. As part of the merger, Merger Sub will merge with and into Paragon 28, making it a wholly owned subsidiary of Zimmer, Inc. Upon completion of the merger, each outstanding share of common stock of Paragon 28 will be converted into $13.00 in cash and one contractual contingent value right (CVR). The merger requires stockholder approval and compliance with regulatory approvals. It includes customary representations, warranties, and covenants from all parties. The agreement also establishes that if the exercise price of stock options is equal to or greater than the Merger Consideration, the options will be canceled without any payment. A separate CVR Agreement will detail the rights pertaining to the contingent value rights. There are provisions in place for termination fees and what occurs if alternative proposals arise prior to stockholder approval. The terms also stipulate that as of the Effective Time, Paragon 28's securities will be delisted from the NYSE and deregistered under applicable laws.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000077

Filing Summary: On January 28, 2025, Paragon 28, Inc. announced a definitive agreement to be acquired by Zimmer, Inc., a subsidiary of Zimmer Biomet Holdings, Inc., for $13.00 per share in cash, amounting to an equity value of around $1.1 billion. Paragon 28 shareholders may also receive a contingent value right (CVR) entitling them to an additional payment based on revenue milestones during fiscal year 2026. The acquisition is designed to strengthen Zimmer Biomet’s position in the foot and ankle medical technology market, which is expected to grow significantly. The boards of both companies unanimously approved the merger, which is subject to regulatory approvals and stockholder consent and is expected to close in the first half of 2025. The transaction is projected to be immediately accretive to Zimmer Biomet’s revenue growth and aims to enhance their overall financial profile. Paragon 28, with its focus on innovative foot and ankle solutions, complements Zimmer Biomet's existing product lines and infrastructure.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000095015725000083

Filing Summary: On January 28, 2025, Paragon 28, Inc. entered into an Agreement and Plan of Merger with Zimmer, Inc. and its subsidiary, Gazelle Merger Sub I, Inc., under which Merger Sub will merge with and into Paragon 28, making it a wholly owned subsidiary of Zimmer, Inc. Each outstanding share of Paragon 28’s common stock will convert into the right to receive $13.00 in cash plus one contractual contingent value right (CVR) per share, subject to certain terms outlined in the CVR Agreement. The merger requires stockholder approval, satisfaction of regulatory conditions, and is not subject to a financing condition. The agreement includes customary representations and warranties, covenants, and termination rights, including a termination fee of $40 million if the merger does not complete by the specified Outside Date. The merger will lead to the delisting of the Company’s securities from the New York Stock Exchange and its deregistration under the Securities Exchange Act. Additionally, the agreement includes provisions for the treatment of employee equity awards upon the merger's effective time.

Form Type: DEFA14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000084

Filing Summary: Paragon 28, Inc. has entered into a definitive agreement to be acquired by Zimmer Biomet, aiming to enhance resources, supply chain capabilities, and global reach. The acquisition is seen as a significant step in expanding Paragon 28's impact on foot and ankle care. The CEO, Albert DaCosta, emphasizes the growth potential of this partnership and reassures employees that both companies will remain separate until regulatory approvals and shareholder votes are completed, which are expected in the first half of the year. Internal communications to employees outline the strategic benefits and the excitement surrounding this merger, referring to the journey of building a 'billion-dollar enterprise' and the importance of teamwork. There are expected challenges related to shareholder approval and regulatory requirements, as well as potential risks including competition and integration of businesses, which are outlined in forward-looking statements regarding the acquisition. There will be continued updates provided to employees as the process unfolds, maintaining focus on company operations during this period.

Form Type: DFAN14A

Filing Date: 2025-01-29

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525014574

Filing Summary: On January 28, 2025, Zimmer Biomet Holdings, Inc. announced a definitive agreement to acquire Paragon 28, Inc. for $13.00 per share in cash, with an equity value of approximately $1.1 billion. This acquisition includes a non-tradeable contingent value right (CVR) that allows Paragon 28 shareholders to receive up to $1.00 per share in cash if specific revenue milestones are met during Zimmer Biomet's fiscal year 2026. The merger agreement stipulates that Paragon 28 will continue as a wholly owned subsidiary of Zimmer Biomet post-merger. Both companies' boards have unanimously approved the transaction. The merger aims to strengthen Zimmer Biomet's position in the growing foot and ankle market, an industry projected to be valued at around $5 billion, and is expected to enhance Zimmer Biomet’s revenue growth and future earning potential. Notably, Paragon 28 has posted strong revenue growth figures and is projected to substantially contribute to Zimmer Biomet’s portfolio. Closing of the transaction is subject to customary closing conditions and is anticipated to finalize in the first half of 2025. This strategic move is seen as a way for Zimmer Biomet to diversify and expand into high-growth markets, leveraging Paragon 28's expertise and innovative technology offerings.

Form Type: DFAN14A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525014890

Filing Summary: On January 28, 2025, Zimmer, Inc. entered into an Agreement and Plan of Merger with Paragon 28, Inc. and Gazelle Merger Sub I, Inc. The agreement outlines the merger process where Gazelle Merger Sub I will merge into Paragon 28, with Paragon 28 continuing as a wholly owned subsidiary of Zimmer. Each share of Paragon 28 common stock will be converted into $13.00 and a contractual contingent value right (CVR) upon the merger's effective time. The CVR entails potential additional payments conditioned upon achieving specific revenue milestones. Various stock options and restricted stock units associated with Paragon 28 will also be addressed at the merger's effective time. The consummation of the Merger is subject to conditions, including stockholder approval and regulatory clearances. A termination fee of $40 million is included for certain circumstances of termination. The document also includes a voting agreement with a key shareholder and information on financial statements and exhibits related to the merger process.