Zimmer Biomet Holdings, Inc. (NYSE: ZBH) Enters Agreement and Plan of Merger with Paragon 28, Inc.

Zimmer Biomet Holdings, Inc. has officially entered into an Agreement and Plan of Merger with Paragon 28, Inc., a Delaware corporation. The merger agreement outlines the terms of the merger, with several key provisions specified for the transaction.

As per the agreement, Zimmer, Inc., a Delaware corporation and wholly owned subsidiary of Zimmer Biomet Holdings, Inc., collectively referred to as “Parent,” along with Paragon 28 and Gazelle Merger Sub I, Inc. will carry out the merger. The merger involves merging Merger Sub with Paragon 28, resulting in Paragon 28 continuing as the surviving corporation and a wholly owned subsidiary of Parent.

Each outstanding share of Paragon 28 common stock, excluding specific shares, will be automatically converted into the right to receive $13.00 in cash as the Merger Consideration and one contractual contingent value right (CVR). Stock options and restricted stock units subject to time-based vesting conditions will vest and be cancelled, with holders entitled to receive the Merger Consideration and one CVR each.

The completion of the merger is subject to various closing conditions, including stockholder approval, regulatory approvals, absence of material adverse effects, and compliance with obligations under the merger agreement. The agreement includes customary representations, warranties, and covenants by the parties, with Paragon 28 agreeing to restrictions on soliciting alternative takeover proposals.

In the event of termination under specified circumstances, Paragon 28 will be obligated to pay Parent a termination fee of $40 million. The agreement further clarifies the details of the Contingent Value Rights Agreement and a Voting Agreement entered into concurrently with the merger agreement.

Investors are advised that any forward-looking statements in the agreement are subject to risks and uncertainties. Paragon 28 will be filing documents with the SEC regarding the proposed transaction, providing more details about the merger for investor review.

The comprehensive agreement, including the merged companies, terms, and conditions, aims to streamline the merger process and ensure clarity for all stakeholders involved.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Zimmer Biomet’s 8K filing here.

Zimmer Biomet Company Profile

Zimmer Biomet Holdings, Inc, together with its subsidiaries, operates as a medical technology company worldwide. The company designs, manufactures, and markets orthopedic reconstructive products, such as knee and hip products; S.E.T. products, including sports medicine, biologics, foot and ankle, extremities, and trauma products; craniomaxillofacial and thoracic products comprising face and skull reconstruction products, as well as products that fixate and stabilize the bones of the chest to facilitate healing or reconstruction after open heart surgery, trauma, or for deformities of the chest.