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Zimmer Biomet Completes Acquisition of Monogram Technologies

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Zimmer Biomet (NYSE: ZBH) completed its acquisition of Monogram Technologies on Oct 7, 2025, adding Monogram's AI-driven semi- and fully autonomous orthopedic robotics to Zimmer Biomet's robotics and navigation portfolio.

Deal consideration converted each Monogram share into $4.04 cash plus non-tradeable contingent value rights (CVRs) entitling holders to up to $12.37 in cash if specified product, regulatory, and revenue milestones are met through 2030. Monogram received FDA 510(k) clearance in March 2025 for a CT-based semi-autonomous TKA system, with commercialization targeted with Zimmer Biomet implants by early 2027. Monogram began a clinical study for a fully autonomous version in July 2025. Zimmer Biomet's ROSA platform is approaching 2,000 installations worldwide and ROSA Knee with OptimiZe has been submitted to the FDA with 510(k) anticipated later in 2025.

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Positive

  • Monogram received FDA 510(k) clearance in March 2025
  • Commercialization of Monogram TKA expected by early 2027
  • Adds semi- and fully autonomous robotics to ZBH product suite
  • ROSA platform nearing 2,000 installations worldwide

Negative

  • Zimmer Biomet faces up to $12.37 per share in CVR payouts through 2030
  • Acquisition required an immediate cash payment of $4.04 per Monogram share
  • Monogram shares delisted from NASDAQ effective Oct 7, 2025

Insights

Acquisition broadens Zimmer Biomet's robotics portfolio and links near-term commercial milestones to contingent payouts through 2030.

Zimmer Biomet adds Monogram's CT‑based, AI‑navigated semi‑autonomous total knee arthroplasty platform, FDA 510(k) cleared in March 2025, and an ongoing clinical study for a fully autonomous version. The deal delivers immediate cash consideration of $4.04 per share and non‑tradeable CVRs worth up to $12.37 tied to product development, regulatory and revenue milestones through 2030. Zimmer Biomet also signals continued investment in its ROSA® platform and pending FDA activity for ROSA Knee with OptimiZe™ expected later this year.

The business mechanism mixes inorganic tech acquisition with milestone‑linked earnouts: Monogram brings cleared tech and a clinical program, while CVRs align payouts to execution. Risks hinge on successful clinical outcomes, regulatory clearances for the fully autonomous system, and commercial integration; each CVR payment depends on specific milestones through 2030. Concrete items to watch include commercialization timing of Monogram’s CT‑based TKA with Zimmer Biomet implants by early 2027, outcomes from the Monogram clinical study started in July 2025, and FDA decisions tied to ROSA Knee with OptimiZe™ within the stated submission/clearance window.

Transaction creates the  broadest, most flexible portfolio of orthopedic robotics and navigation technologies, including pathway towards the first fully autonomous robotic technology for orthopedic procedures 

WARSAW, Ind., Oct. 7, 2025 /PRNewswire/ -- Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) ("Zimmer Biomet"), a global medical technology leader, today announced it has completed the acquisition of Monogram Technologies Inc. ("Monogram"), an AI-driven, next-generation orthopedic robotics company.

Monogram's surgeon-guided semi- and fully autonomous robotic technologies are expected to add new and differentiated capabilities to Zimmer Biomet's already broad suite of customer-centric technology solutions.

"By bringing Monogram into the Zimmer Biomet innovation ecosystem, we have set a bold course to become the first orthopedic company to offer a fully autonomous robotic solution complementing our current robotic and navigation offerings," said Ivan Tornos, Chairman, President and Chief Executive Officer of Zimmer Biomet. "We aim to provide surgeons the broadest choice in robotics and navigation across a wide range of procedures and care settings. I want to personally welcome the Monogram team to Zimmer Biomet, as their talent and technology will accelerate our innovation pipeline, deepen our value to surgeons and strengthen our long-term growth strategy."

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 by early 2027. Additionally, Monogram began conducting a clinical study in July 2025 for the fully autonomous version of its technology.

This acquisition 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® Robotics platform; a licensed CT-based handheld robot; mixed reality and AI-based navigation; and now Monogram's semi- and fully autonomous robotics capabilities.

The ROSA platform, which is the cornerstone of Zimmer Biomet's robotics offering, is rapidly approaching 2,000 installations worldwide and is a 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 products and software applications expected between now and 2027. This includes ROSA Knee with OptimiZe™, which has been submitted to the FDA with 510(k) clearance anticipated later this year, and other applications.

Transaction Details
The acquisition was completed pursuant to the Agreement and Plan of Merger by and among Zimmer Biomet, Honey Badger Merger Sub, Inc. and Monogram, dated as of July 11, 2025, as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025.

At the effective time of the acquisition, each outstanding share of common stock of Monogram was automatically converted into the right to receive (i) $4.04 in cash and (ii) non-tradeable contingent value rights (CVRs) entitling the holder to receive up to $12.37 in cash if certain product development, regulatory and revenue milestones are achieved through 2030.

With the acquisition complete, Monogram shares ceased trading on the National Association of Securities Dealers Automated Quotations (NASDAQ) prior to the opening of the market on October 7, 2025, and will be delisted.

About Zimmer Biomet
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 www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X at www.x.com/zimmerbiomet.

Cautionary Statement Regarding Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Zimmer Biomet, 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 and Zimmer Biomet management; the financial condition, results of operation and business of Zimmer Biomet; and the possibility that the milestones associated with the contingent value rights are achieved in part or at all.

These forward-looking statements are based on certain assumptions and analyses made by Zimmer Biomet in light of Zimmer Biomet's experience and Zimmer Biomet's perception of historical trends, current conditions and expected future developments, as well as other factors Zimmer Biomet believes are appropriate in the circumstances. These forward-looking statements also are based on the current expectations and beliefs of the management of Zimmer Biomet 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 ability to realize the anticipated benefits of the transaction, including the possibility that the expected benefits from the transaction will not be realized or will not be realized within the expected time period; (ii) the risk that the businesses will not be integrated successfully; (iii) risks relating to changing demand for Zimmer Biomet's existing products; (iv) risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights; (v)  Zimmer Biomet's ability to attract, motivate or retain key executives, employees and other associates; (vi) negative effects of the consummation of the transaction on the market price of Zimmer Biomet's common stock and on Zimmer Biomet's operating results; (vii) significant transaction costs; (viii) unknown liabilities; and (ix) (A) other risks and uncertainties discussed in Zimmer Biomet's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in such Annual Reports and Quarterly Reports), and (B) other risk factors identified from time to time in other filings with the U.S. Securities and Exchange Commission (the "SEC"). Filings with the SEC are available on the SEC's website at www.sec.gov.

The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Zimmer Biomet undertakes no obligation to update any of these forward-looking statements as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and expressly disclaim any obligation to revise or update any forward-looking statement to reflect future events or circumstances.

Zimmer Biomet Contacts:

Media

Troy Kirkpatrick
614-284-1926
troy.kirkpatrick@zimmerbiomet.com

Kirsten Fallon
781-779-5561
kirsten.fallon@zimmerbiomet.com


Investors

David DeMartino
646-531-6115
david.demartino@zimmerbiomet.com

Zach Weiner
908-591-6955
zach.weiner@zimmerbiomet.com




Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/zimmer-biomet-completes-acquisition-of-monogram-technologies-302577035.html

SOURCE Zimmer Biomet Holdings, Inc.

FAQ

What did Zimmer Biomet (ZBH) announce on October 7, 2025 regarding Monogram?

Zimmer Biomet completed the acquisition of Monogram, adding semi- and fully autonomous orthopedic robotics to its portfolio.

How much did Monogram shareholders receive in the ZBH acquisition on Oct 7, 2025?

Each Monogram share converted into $4.04 cash plus CVRs entitling holders to up to $12.37 in cash if milestones are met through 2030.

When will Monogram's FDA-cleared TKA technology be commercialized with ZBH implants?

Commercialization with Zimmer Biomet implants is expected by early 2027.

What regulatory milestones has Monogram achieved prior to the ZBH acquisition?

Monogram received FDA 510(k) clearance in March 2025 for a CT-based semi-autonomous TKA robotic system.

What clinical work is ongoing for Monogram's fully autonomous robotics after the ZBH deal?

Monogram began a clinical study for its fully autonomous technology in July 2025.

How does the Monogram acquisition affect Zimmer Biomet's existing robotics footprint (ZBH)?

It expands ZBH's robotics and navigation offerings alongside ROSA, which is approaching 2,000 installations globally.
Zimmer Biomet

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