Zimmer Biomet to acquire Monogram for $4.04 per share in cash upfront

Zimmer Biomet Holdings (ZBH) and Monogram Technologies (MGRM) entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of stock of Monogram for an upfront payment of $4.04 per share in cash, corresponding to an equity value of approximately $177M and an enterprise value of approximately $168M. Monogram common stockholders will also receive a non-tradeable contingent value right entitling the holder to receive up to $12.37 per share of common stock in cash if certain product development, regulatory and revenue milestones are achieved through 2030. The respective boards of directors of Zimmer Biomet and Monogram have unanimously approved the proposed transaction. Monogram’s semi- and fully autonomous robotic technologies are expected to add new and differentiated capabilities to expand Zimmer Biomet’s flagship ROSA Robotics platform and broad suite of navigation and enabling technologies. Monogram has developed a CT-based, semi-autonomous, AI-navigated total knee arthroplasty robotic technology, which received FDA 510(k) clearance in March 2025 and is expected to be commercialized with Zimmer Biomet implants in early 2027. Additionally, Monogram is developing a fully autonomous version of the technology with the potential to significantly increase safety, efficiency and outcomes, as well as additional applications beyond TKA. Upon closing of the proposed transaction, Zimmer Biomet expects to have a clear pathway to become the first and only company in orthopedics to offer a fully autonomous surgical robot. Zimmer Biomet plans to fund the proposed transaction through a combination of cash on the balance sheet and other available debt financing sources. Zimmer Biomet expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities. Zimmer Biomet believes this proposed transaction and the CVR structure is compelling from both a strategic and financial standpoint. The acquisition of Monogram further strengthens Zimmer Biomet’s capabilities in robotics, one of the fastest growing segments within orthopedics. Zimmer Biomet expects the acquisition will contribute to revenue growth in 2027 and beyond by improving the Company’s robotic knee adoption in the U.S., increasing share of wallet through reaching new customers with a broader product range, and expanding the Company’s industry-leading global knee offerings. Zimmer Biomet anticipates the acquisition will be neutral to adjusted earnings per share in 2025, 2026 and 2027, and accretive in 2028 and beyond. Additionally, the transaction is projected to generate high-single digit return on invested capital by year five, with an increasing contribution thereafter. Closing of the proposed transaction is subject to receipt of required regulatory approvals, approval by Monogram’s common stockholders and other customary closing conditions, and the merger is anticipated to close later this year.