-Proposed transaction creates the broadest, most versatile portfolio of orthopedic robotics and navigation applied sciences to fulfill surgeons’ wants
-Acquisition anticipated to be impartial to adjusted earnings per share in 2025 – 2027 and accretive thereafter and to contribute to income progress starting in 2027
Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a worldwide medical expertise chief, and Monogram Applied sciences Inc. (NASDAQ: MGRM), an orthopedic robotics firm, right this moment introduced they’ve entered right into a definitive settlement for Zimmer Biomet to amass all excellent shares of inventory of Monogram for an upfront fee of $4.04 per share in money, similar to an fairness worth of roughly $177 million and an enterprise worth of roughly $168 million. Monogram frequent stockholders may even obtain a non-tradeable contingent worth proper (CVR) entitling the holder to obtain as much as $12.37 per share of frequent inventory in money if sure product improvement, regulatory and income milestones are achieved by means of 2030. The respective boards of administrators of Zimmer Biomet and Monogram have unanimously accepted the proposed transaction.
Monogram’s semi- and absolutely autonomous robotic applied sciences are anticipated so as to add new and differentiated capabilities to increase Zimmer Biomet’s flagship ROSA Robotics platform and broad suite of navigation and enabling applied sciences. Monogram has developed a CT-based, semi-autonomous, AI-navigated whole knee arthroplasty (TKA) robotic expertise, which acquired FDA 510(ok) clearance in March 2025 and is predicted to be commercialized with Zimmer Biomet implants in early 2027. Moreover, Monogram is growing a completely autonomous model of the expertise with the potential to considerably enhance security, effectivity and outcomes, in addition to extra functions past TKA. Upon closing of the proposed transaction, Zimmer Biomet expects to have a transparent pathway to grow to be the primary and solely firm in orthopedics to supply a completely autonomous surgical robotic.
“Monogram’s expertise is a serious leap ahead, demonstrating our dedication to changing into the boldest and broadest innovator in surgical robotics and navigation,” mentioned Ivan Tornos, Chairman, President and Chief Government Officer of Zimmer Biomet. “Upon closing, our customer-centric portfolio will include probably the most complete and versatile expertise ecosystem to help the various preferences of an enormous array of surgeons now and into the longer term. With Monogram’s proprietary expertise, Zimmer Biomet has the potential to grow to be the primary firm to ship absolutely autonomous capabilities and redefine each the usual of care and the way forward for orthopedic surgical procedure.”
The proposed transaction expands Zimmer Biomet’s intensive suite of orthopedic robotics, enabling options and analytics to deal with the wants of surgeons pre-, intra- and post-operatively. Zimmer Biomet’s broad portfolio options imageless robotics by means of its ROSA platform; a licensed CT-based handheld robotic; blended actuality navigation; AI-based surgical navigation; and a pathway to superior semi- and absolutely autonomous robotics capabilities. More and more, Zimmer Biomet is uniquely positioned to resolve for the various preferences of a variety of surgeons globally and handle a number of kinds of surgical strategies, akin to CT and non-CT; robotic and non-robotic; and handbook, surgeon-centered strategies or semi- or absolutely autonomous applied sciences.
The ROSA platform, which is the cornerstone of Zimmer Biomet’s robotics providing, is quickly approaching 2,000 installations worldwide and is a market chief outdoors of the US. Zimmer Biomet is dedicated to persevering with to advance the ROSA platform and is investing in a strong R&D pipeline that includes a number of new product and software program functions anticipated between now and 2027. This contains ROSA Knee with OptimiZe, which has been submitted to the FDA and 510(ok) clearance is anticipated later this 12 months, in addition to ROSA Posterior Hip and the total industrial launch of ROSA Shoulder.
“Since our inception, we’ve been singularly centered on advancing orthopedic robotics with expertise designed to soundly, effectively and precisely help surgeons with whole knee arthroplasty,” mentioned Benjamin Sexson, Chief Government Officer of Monogram. “We’re thrilled by the chance so as to add our expertise to Zimmer Biomet’s main portfolio of surgical robotics, navigation options and trusted implants and to learn from their deep {industry} experience and international scale.”
Zimmer Biomet plans to fund the proposed transaction by means of a mixture of money on the stability sheet and different obtainable debt financing sources. Zimmer Biomet expects to take care of a robust stability sheet and to proceed to help its acknowledged capital allocation priorities.
Zimmer Biomet believes this proposed transaction and the CVR construction is compelling from each a strategic and monetary standpoint. The acquisition of Monogram additional strengthens Zimmer Biomet’s capabilities in robotics, one of many quickest rising segments inside orthopedics. Zimmer Biomet expects the acquisition will contribute to income progress in 2027 and past by bettering the Firm’s robotic knee adoption within the U.S., growing share of pockets by means of reaching new prospects with a broader product vary, and increasing the Firm’s industry-leading international knee choices.
Zimmer Biomet anticipates the acquisition will likely be impartial to adjusted earnings per share in 2025, 2026 and 2027, and accretive in 2028 and past. Moreover, the transaction is projected to generate high-single digit return on invested capital (ROIC) by 12 months 5, with an growing contribution thereafter.
Closing of the proposed transaction is topic to receipt of required regulatory approvals, approval by Monogram’s frequent stockholders and different customary closing circumstances, and the merger is anticipated to shut later this 12 months.
Advisors
Morgan Stanley & Co. LLC is serving as unique monetary advisor to Zimmer Biomet and Hogan Lovells US LLP is serving as authorized advisor.
Wells Fargo Securities, LLC is serving as unique monetary advisor to Monogram and Duane Morris LLP is serving as authorized advisor.
About Zimmer Biomet
Zimmer Biomet is a worldwide medical expertise chief with a complete portfolio designed to maximise mobility and enhance well being. We seamlessly rework the affected person expertise by means of our modern merchandise and suite of built-in digital and robotic applied sciences that leverage information, information analytics and synthetic intelligence.
With 90+ years of trusted management and confirmed experience, Zimmer Biomet is positioned to ship the very best high quality options to sufferers and suppliers. Our legacy continues to return to life right this moment by means of our progressive tradition of evolution and innovation.
For extra details about our product portfolio, our operations in 25+ nations and gross sales in 100+ nations or about becoming a member of our crew, go to www.zimmerbiomet.com or observe on LinkedIn at www.linkedin.com/firm/zimmerbiomet or X/ Twitter at www.twitter.com/zimmerbiomet.
About Monogram Applied sciences
Monogram Applied sciences (NASDAQ: MGRM) is an AI-driven robotics firm centered on bettering human well being, with an preliminary give attention to orthopedic surgical procedure. The Firm is growing a product resolution structure to allow patient-optimized orthopedic implants at scale by combining 3D printing, superior machine imaginative and prescient, AI and next-generation robotics.
To be taught extra, go to www.monogramtechnologies.com.
