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Zimmer Biomet Holdings, Inc. has agreed to acquire Monogram Technologies Inc. (Nasdaq: MGRM) via a cash-and-CVR merger valued at $4.04 per common share plus a contingent value right (CVR). Honey Badger Merger Sub, a wholly-owned Zimmer subsidiary, will merge with Monogram, making Monogram a wholly-owned subsidiary and prompting a post-closing Nasdaq delisting.
Key economic terms
- Common stockholders: cash consideration of $4.04 per share plus one CVR.
- Series D preferred: $2.25 cash per share.
- Series E preferred: $100.00 cash per share.
- Equity awards: in-the-money options receive the cash spread and a CVR; out-of-the-money options convert solely into a CVR.
CVR structure – up to $12.37 per CVR payable in five milestones:
- $1.04 upon proof-of-concept demo of Monogram’s partial-knee robotic system (deadline: later of 31 Jan 2026 or 30 days post-close).
- $1.08 upon FDA 510(k) clearance for fully autonomous robotic system using Zimmer implants (deadline: 31 Dec 2027).
- $3.41 if 2028 gross revenue ≥ $156 million.
- $3.41 if 2029 gross revenue ≥ $381 million.
- $3.43 if 2030 gross revenue ≥ $609 million.
Closing conditions
- Majority stockholder approval.
- HSR waiting-period expiration.
- No legal restraints and no Material Adverse Effect on Monogram.
- No financing contingency.
Deal protections & ancillary agreements
- No-shop with fiduciary-out for “Superior Offer.”
- Company termination fee: $11 million.
- Voting Agreement: key holders commit to vote for the merger.
- Loan Agreement: Zimmer can provide Monogram up to $15 million in delayed-draw loans if the merger has not closed between 1 Dec 2025 and the End Date (11 Jan 2026, extendable to 11 Apr 2026); maturity 1 Dec 2027.
Timeline & next steps
- Proxy statement to be filed; shareholders to vote.
- Outside date: 11 Jan 2026 (extendable).
- Upon closing, Monogram securities will be deregistered.
This Form 8-K (filed as additional proxy soliciting material) outlines a definitive, cash-backed acquisition with long-dated revenue-based CVRs that transfer post-closing performance risk to selling shareholders.