M&A - ZIMMER BIOMET HOLDINGS, INC.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525029614

Filing Summary: On February 19, 2025, Zimmer Biomet Holdings, Inc. completed its issuance of $600 million aggregate principal amount of 4.700% notes due 2027, $550 million aggregate principal amount of 5.050% notes due 2030, and $600 million aggregate principal amount of 5.500% notes due 2035, pursuant to a Supplemental Indenture. The issuance is part of a broader financial strategy including a merger agreement with Paragon 28, Inc. that allows Zimmer Biomet to indirectly acquire Paragon 28 via merger. The terms of the notes include semi-annual interest payments, mandatory redemption conditions, and provisions for a Change of Control Repurchase Event. The `Paragon 28 Merger Agreement` imposes conditions related to the merger's consummation which, if unmet, will obligate the company to redeem certain notes at a premium.

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Form Type: 424B5

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525024036

Filing Summary: On January 28, 2025, Zimmer Biomet Holdings, Inc. and its subsidiaries entered into a merger agreement with Paragon 28, Inc., through which Gazelle Merger Sub I, Inc. will merge with Paragon 28, making Paragon 28 an indirect wholly-owned subsidiary. The merger aims to enhance Zimmer Biomet’s foot and ankle offerings, leveraging Paragon 28’s surgical offerings and product systems. Upon merger completion, each share of Paragon 28 common stock will convert into $13.00 in cash and a contingent value right for additional payments based on revenue milestones. Expected to close in the first half of 2025, the merger is subject to customary closing conditions including regulatory approvals and a majority stockholder vote from Paragon 28’s shareholders. Notably, the merger agreement allows for a termination fee of $40 million if it is terminated under specified circumstances. The financing for the merger is planned through the proceeds of a notes offering and available cash.

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Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525014569

Filing Summary: On January 28, 2025, Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc., entered into a Merger Agreement with Paragon 28, Inc. under which Merger Sub will merge with and into Paragon, allowing Paragon to become a wholly owned subsidiary of Zimmer, Inc. Each outstanding share of Paragon common stock will be converted into cash payment of $13.00 and a contractual contingent value right. This represents a significant strategic move for Zimmer Biomet, expanding its operational scope. Further details and conditions of the Merger will be disclosed in upcoming filings.

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Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525014881

Filing Summary: On January 28, 2025, Zimmer, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc., entered into a definitive Agreement and Plan of Merger with Paragon 28, Inc., wherein Paragon 28 will merge with a subsidiary of Zimmer. The agreement stipulates that each outstanding share of Paragon 28 common stock will be converted into the right to receive $13.00 in cash and a contractual contingent value right (CVR). Stock options and restricted stock units will also convert or cancel under specific conditions. The Merger is subject to conditions such as stockholder approval and antitrust clearance. Additionally, a termination fee of $40 million applies if Paragon 28 terminates the merger for a superior proposal. The document includes provisions regarding the voting agreement with Paragon 28's CEO and a contingent value rights agreement detailing further compensation dependent on achieving certain revenue milestones.

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