Announcement • Oct 08

Zimmer Biomet Holdings, Inc. (NYSE:ZBH) completed the acquisition of Monogram Technologies Inc. (NasdaqCM:MGRM).

Zimmer Biomet Holdings, Inc. (NYSE:ZBH) agreed to acquire Monogram Technologies Inc. (NasdaqCM:MGRM) for approximately $150 million on July 11, 2025. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of the Company’s common stock, par value $0.001 per share (“Company common stock”), each outstanding share of the Company’s 8.00% Series D Convertible Cumulative Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and each outstanding share of the Company’s Series E Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock” and together with the Series D Preferred Stock, the “Company preferred stock”), other than shares owned by the Company, Parent, Merger Sub or any of their respective subsidiaries (which shares will be canceled) and shares with respect to which any appraisal rights are properly exercised and not withdrawn under Delaware law, will automatically be converted into the right to receive (A) in the case of each share of Company common stock, an amount equal to (i) $4.04 per share (the “Cash Amount”) without interest and subject to applicable withholding taxes, plus (ii) one contractual contingent value right pursuant to the CVR Agreement (as defined and described below, a “CVR”) (together with the Cash Amount, the “Merger Consideration”), (B) in the case of each share of Series D Preferred Stock, an amount equal to $2.25 per share, in cash, without interest and subject to applicable withholding taxes and (C) in the case of each share of Series E Preferred Stock, an amount equal to $100.00 per share, in cash, without interest and subject to applicable withholding taxes. 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 $177 million and an enterprise value of approximately $168 million. Monogram common stockholders will also receive a non-tradeable contingent value right (CVR) 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. Zimmer Biomet plans to fund the proposed transaction through a combination of cash on the balance sheet and other available debt financing sources. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances, including, among others, the Company’s termination of the Merger Agreement to enter into a definitive agreement for a Superior Offer or following a change in recommendation of the Company’s Board of Directors, the Monogram Technologies will be obligated to pay Zimmer Biomet a termination fee of $11 million. The consummation of the Merger is subject to certain closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company common stock (the “Stockholder Approval”), (ii) the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (iii) the absence of any legal restraints that have the effect of preventing the consummation of the Merger. Additionally, Parent’s and Merger Sub’s obligations to consummate the Merger are subject to the absence of a Material Adverse Effect (as defined in the Merger Agreement) on the Company having occurred since the date of the Merger Agreement. Moreover, each party’s obligations to consummate the Merger are subject to certain other conditions, including the accuracy of the other party’s representations and warranties in the Merger Agreement (subject to certain materiality qualifiers) and the other party’s compliance in all material respects with its obligations under the Merger Agreement. Consummation of the Merger is not subject to a financing condition. 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. The respective boards of directors of Zimmer Biomet and Monogram have unanimously approved the proposed transaction. 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. Morgan Stanley & Co. LLC acted as financial advisor for Zimmer Biomet Holdings, Inc. Joseph Gilligan and Jessica Bisignano of Hogan Lovells US LLP acted as legal advisors for Zimmer Biomet Holdings, Inc. Wells Fargo Securities, LLC acted as financial advisor and fairness opinion provider for Monogram Technologies Inc. Dean Colucci and Darrick Mix of Duane Morris LLP acted as legal advisors for Monogram Technologies Inc. Zimmer Biomet Holdings, Inc. (NYSE:ZBH) completed the acquisition of Monogram Technologies Inc. (NasdaqCM:MGRM) on October 7, 2025.

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