ZBH
Published on 07/14/2025 at 08:04
Zimmer Biomet:
Kristen Cardillo 925-786-4913
Kirsten Fallon 781-779-5561
David DeMartino 646-531-6115
Zach Weiner 908-591-6955
Chris Tyson
Executive Vice President MZ North America Direct: 949-4791-8235
Proposed transaction creates the broadest, most flexible portfolio of orthopedic robotics and navigation technologies to meet surgeons' needs
Acquisition expected to be neutral to adjusted earnings per share in 2025 - 2027 and accretive thereafter and to contribute to revenue growth beginning in 2027
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 (TKA) 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.
"Monogram's technology is a major leap forward, demonstrating our commitment to becoming the boldest and broadest innovator in surgical robotics and navigation," said Ivan Tornos, Chairman, President and Chief Executive Officer of Zimmer Biomet. "Upon closing, our customer-centric portfolio will consist of the most comprehensive and flexible technology ecosystem to support the varying preferences of a vast array of surgeons - now and into the future. With Monogram's proprietary technology, Zimmer Biomet has the potential to become the first company to deliver fully autonomous capabilities and redefine both the standard of care and the future of orthopedic surgery."
The proposed transaction expands Zimmer Biomet's extensive suite of orthopedic robotics, enabling solutions and analytics to address the needs of surgeons pre-, intra-and post-operatively. Zimmer Biomet's broad portfolio features imageless robotics through its ROSA platform; a licensed CT-based handheld robot; mixed reality navigation; AI-based surgical navigation; and a pathway to advanced semi- and fully autonomous robotics capabilities. Increasingly, Zimmer Biomet is uniquely positioned to solve for the diverse preferences of a wide range of surgeons globally and address multiple styles of surgical techniques, such as CT and non-CT; robotic and non-robotic; and manual, surgeon-centered methods or semi- or fully autonomous technologies.
The ROSA platform, which is the cornerstone of Zimmer Biomet's robotics offering, is rapidly approaching 2,000 installations worldwide and is a market leader outside of the United States. Zimmer Biomet is committed to continuing to advance the ROSA platform and is investing in a robust R&D pipeline featuring several new product and software applications expected between now and 2027. This includes ROSA Knee with OptimiZe, which has been submitted to the FDA and 510(k) clearance is anticipated later this year, as well as ROSA Posterior Hip and the full commercial launch of ROSA Shoulder.
"Since our inception, we have been singularly focused on advancing orthopedic robotics with technology designed to safely, efficiently and accurately support surgeons with total knee arthroplasty," said Benjamin Sexson, Chief Executive Officer of Monogram. "We are thrilled by the opportunity to add our technology to Zimmer Biomet's leading portfolio of surgical robotics, navigation solutions and trusted implants and to benefit from their deep industry expertise and global scale."
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 (ROIC) 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.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Zimmer Biomet and Hogan Lovells US LLP is serving as legal advisor.
Wells Fargo Securities, LLC is serving as exclusive financial advisor to Monogram and Duane Morris LLP is serving as legal advisor.
Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.
With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.
For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit https://www.zimmerbiomet.com or follow on LinkedIn at https://www.linkedin.com/company/zimmerbiomet or X/ Twitter
at https://www.twitter.com/zimmerbiomet.
Monogram Technologies (NASDAQ: MGRM) is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a product solution architecture to enable patient-optimized orthopedic implants at scale by combining 3D printing, advanced machine vision, AI and next-generation robotics.
To learn more, visit https://www.monogramtechnologies.com.
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Zimmer Biomet and Monogram, which involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "are confident that," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target," "would" or the negative of these terms or other comparable terms. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; plans, objectives, beliefs, expectations and intentions of the board of directors of Zimmer Biomet, Zimmer Biomet management, the board of directors of Monogram and Monogram management; the financial condition, results of operations and businesses of Zimmer Biomet and Monogram; the possibility that the milestones associated with the contingent value rights are achieved in part or at all; and the anticipated timing of closing of the proposed transaction.
These forward-looking statements are based on certain assumptions and analyses made by Zimmer Biomet and Monogram in light of Zimmer Biomet's and Monogram's experience and Zimmer Biomet's and Monogram's perception of historical trends, current conditions and expected future developments, as well as other factors Zimmer Biomet and Monogram believe are appropriate in the circumstances. These forward-looking statements also are based on the current expectations and beliefs of the respective managements of Zimmer Biomet and Monogram and are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether the stockholders of Monogram will approve the proposed transaction and the possibility that the proposed transaction does not close; (ii) risks related to the possibility
Disclaimer
Zimmer Biomet Holdings Inc. published this content on July 14, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 14, 2025 at 12:03 UTC.