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Zimmer Biomet Announces Definitive Agreement to Acquire Paragon 28

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Demonstrates Zimmer Biomet’s Commitment to Investing in Higher Growth
End-Markets, with Expansion into ~$5 Billion Foot and Ankle Segment

Expected to Enhance Zimmer Biomet’s Financial Profile; Immediately Accretive to Revenue Growth and Accretive to Adjusted EPS within 24 Months of Deal Close

WARSAW, Ind. and ENGLEWOOD, Colo., Jan. 28, 2025 /PRNewswire/ — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, and Paragon 28, Inc. (NYSE: FNA), a leading medical device company focused exclusively on the foot and ankle orthopedic segment, today announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, corresponding to an equity value of approximately $1.1 billion and an enterprise value of approximately $1.2 billion. Paragon 28 shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. The CVR will be payable in whole or in part if net sales exceed $346 million up to $361 million (with the CVR payments calculated linearly between $0.00 and $1.00 if net sales are between $346 million and $361 million) during Zimmer Biomet’s fiscal year 2026. The board of directors of each of Zimmer Biomet and Paragon 28 has unanimously approved the proposed transaction.

Established in 2010, Paragon 28 has an extensive suite of surgical offerings and product systems spanning all major foot and ankle segments, including fracture and trauma, deformity correction and joint replacement. Since its inception, Paragon 28 has been singularly focused on bringing to market innovative solutions to address areas of unmet need in the foot and ankle segment. 

“This proposed transaction further diversifies Zimmer Biomet’s portfolio outside of core orthopedics and positions us well in one of the highest growth specialized segments in musculoskeletal care, while creating cross-selling opportunities in the rapidly growing ASC space,” said Ivan Tornos, President and Chief Executive Officer of Zimmer Biomet. “Paragon 28’s broad and innovative foot and ankle portfolio, robust product pipeline and dedicated and highly trained sales force, combined with Zimmer Biomet’s global reach and capabilities, will uniquely position us to address the unmet patient needs of this highly complex anatomy.”

“We are incredibly proud of the legacy we have built at Paragon 28 as an industry leader committed to continuously improving the outcomes and experiences of patients suffering from foot and ankle conditions,” said Albert DaCosta, Chairman and CEO of Paragon 28. “Joining Zimmer Biomet is an exciting new chapter for Paragon 28 and an incredible opportunity to advance our mission and continue to deliver groundbreaking solutions in the foot and ankle segment.”

Benefits of the Proposed Transaction

Strengthens and expands Zimmer Biomet’s foot and ankle offerings through Paragon 28’s leading technology platform while bolstering existing fracture & trauma and joint replacement portfolios.

Complements Zimmer Biomet’s global footprint and existing infrastructure with Paragon 28’s expansive portfolio, which is expected to drive adoption and accelerate U.S and international growth.

Accelerates Zimmer Biomet’s WAMGR given significant opportunity across a ~$5 billion foot and ankle industry growing high-single digits.

Expedites penetration opportunities in the fast-growing ASC space.

Proposed Transaction Highlights

The proposed transaction is expected to immediately accelerate Zimmer Biomet’s revenue growth. Paragon 28 has announced net revenue for the full year of 2024 to be in a range of $255.9 to $256.2 million, representing 18.2% to 18.4% reported growth over the prior fiscal year. Zimmer Biomet expects the proposed transaction, considering the impact of financing, to be approximately 3% dilutive to adjusted earnings per share in 2025, about 1% dilutive to 2026 adjusted earnings per share and accretive to adjusted earnings per share within 24 months of deal close.

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.

Closing of the proposed transaction is subject to receipt of required regulatory approvals, approval by Paragon 28 stockholders and other customary closing conditions, and is anticipated to close in the first half of 2025. Expected impacts to 2025 financial results will be discussed on Zimmer Biomet’s upcoming fourth quarter 2024 earnings call scheduled for February 6, 2025.

Advisors

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Zimmer Biomet and Hogan Lovells US LLP is serving as legal advisor.

Piper Sandler & Co. is serving as exclusive financial advisor to Paragon 28 and Cravath, Swaine & Moore LLP is serving as legal advisor.

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/ Twitter at www.twitter.com/zimmerbiomet.

About Paragon 28
Based in Englewood, CO., Paragon 28 is a leading medical device company exclusively focused on the foot and ankle orthopedic segment and is dedicated to improving patient lives. From the onset, Paragon 28 has provided innovative orthopedic solutions, procedural approaches and instrumentation that cover a wide range of foot and ankle ailments including fracture fixation, forefoot, ankle, progressive collapsing foot deformity (PCFD) or flatfoot, Charcot foot and orthobiologics. The company designs products with both the patient and surgeon in mind, with the goal of improving outcomes, reducing ailment recurrence and complication rates, and making the procedures simpler, consistent, and reproducible. 

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 and Paragon 28, 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 Paragon 28 and Paragon 28 management; the financial condition, results of operations and businesses of Zimmer Biomet and Paragon 28; the possibility that the milestone 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 Paragon 28 in light of Zimmer Biomet and Paragon 28’s experience and Zimmer Biomet and Paragon 28’s perception of historical trends, current conditions and expected future developments, as well as other factors Zimmer Biomet and Paragon 28 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 Paragon 28 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 whether the stockholders of Paragon 28 will approve the proposed transaction and the possibility that the proposed transaction does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for Paragon 28 will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Paragon 28 to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) risks relating to the achievement, in part or at all, of the revenue milestone necessary for the payment of any contingent value rights; (vii) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies, and Paragon 28’s ability to attract, motivate or retain key executives, employees and other associates; (viii) risk related to the proposed transaction diverting Zimmer Biomet’s and/or Paragon 28’s managements’ attention from the ongoing business operations of their respective business; (ix) negative effects of this announcement or the consummation of the proposed transaction on the market price of Zimmer Biomet and/or Paragon 28’s common stock and on Zimmer Biomet and/or Paragon 28’s operating results; (x) significant transaction costs; (xi) unknown liabilities; (xii) the risk of litigation, including shareholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the proposed transaction; and (xiii) (A) other risks and uncertainties discussed in Zimmer Biomet’s and Paragon 28’s respective Annual Reports on Form 10-K or Form 10-K/A, as applicable, for the fiscal year ended December 31, 2023 and their 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 and Paragon 28 undertake 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.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Paragon 28 intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Paragon 28’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF PARAGON 28 ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, and on Paragon 28’s website at www.paragon28.com. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to Paragon 28, Inc., Robert McCormack, 14445 Grasslands Drive, Englewood, Colorado, telephone: (720) 912-1332.

Participants in the Solicitation

Zimmer Biomet and Paragon 28 and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from the stockholders of Paragon 28 in connection with the proposed transaction. Information regarding Zimmer Biomet’s directors and executive officers can be found in Zimmer Biomet’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, filed with the SEC on March 27, 2024 and subsequent statements of beneficial ownership on file with the SEC. Information regarding Paragon 28’s directors and executive officers can be found in Paragon 28’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 5, 2024 and subsequent statements of beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov, on Zimmer Biomet’s website at www.zimmerbiomet.com and on Paragon 28’s website at www.paragon28.com. Additional information regarding the interest of Paragon 28’s participants in the solicitation of Paragon 28′ stockholders, which may, in some cases, be different than those of Paragon 28’s stockholders generally, will be set forth in the proxy statement related to the proposed transaction described above and other relevant materials to be filed with the SEC if and when they become available.

Zimmer Biomet:

Media
Heather Zoumas-Lubeski
445-248-0577
heather.zoumaslubeski@zimmerbiomet.com

Kirsten Fallon
781-779-5562
kirsten.fallon@zimmerbiomet.com

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

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

Paragon 28
Media and Investors
Matt Brinckman
720-912-1332
mbrinckman@paragon28.com

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SOURCE Zimmer Biomet Holdings, Inc.

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Foundever® Expands Offshoring Operations in Egypt, adding 5,000 Jobs and Opening a New Contact Center in Luxor

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Foundever invests in Egypt, leveraging government support for talent development and cementing Egypt’s role as a global hub for CX and IT Offshoring

CAIRO, Feb. 3, 2025 /PRNewswire/ — Foundever, a global leader in customer experience (CX) solutions, is significantly expanding its presence in Egypt, announcing plans to create 5,000 new jobs over the next four years. Central to this growth is the establishment of a new state-of-the-art contact center in Luxor, enhancing its existing operations in Cairo at Maadi Technology Park and City Stars Business Complex.

This expansion solidifies the commitment of Foundever in Egypt as a key destination for global business services. The company’s growth builds on the country’s reputation as a global hub for CX services and IT offshoring, driven by a highly skilled workforce and robust government support. Over the past year, Foundever has achieved an impressive 115% growth in Egypt, now serving 15 clients across 14 languages.

The new Luxor facility will allow the company to tap into the region’s abundant talent pool, supporting socio-economic development in Upper Egypt. With plans to create thousands of new jobs, Foundever is poised to further strengthen Egypt’s position as a leader in the global outsourcing industry.

The company has also extended its Memorandum of Understanding (MoU) with Egypt’s Information Technology Industry Development Agency (ITIDA) for another four years, reaffirming its long-term commitment to investing in the country’s talent and infrastructure.

“This growth mirrors the ongoing success of Egypt’s outsourcing industry, which is one of the country’s most promising sectors with a distinguished global standing. The establishment of a new center in Luxor demonstrates increasing confidence in Egyptian talents nationwide and their ability to deliver services that meet international standards. The Ministry remains dedicated to fostering an enabling environment for investment through advanced digital infrastructure, progressive policies, and comprehensive training programs designed to equip our workforce with the technical, linguistic, and professional skills required by global markets,” stated Egypt’s Minister of Communications and Information Technology, Dr. Amr Talaat.

By expanding into Luxor, Foundever is advancing its strategy to harness the potential of untapped talent pools, while contributing to Egypt’s growing stature as a top-tier offshoring destination.

About Foundever® 

Foundever is a global leader in the customer experience (CX) industry, with 150,000 associates across the globe. Get to know us at www.foundever.com.

 

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Notification of Executive’s transaction with Asetek shares

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AALBORG, Denmark, Feb. 3, 2025 /PRNewswire/ — According to the Market Abuse Regulation art. 19, Asetek A/S (the “Company”) announces to have received notifications regarding transactions in the Company’s shares and related securities by persons discharging managerial responsibilities and persons closely associated with them.

Chief Executive Officer of Asetek A/S André Sloth Eriksen has on 31 January 2025 bought 290,000 shares at a price of DKK 0.429 per share.

The notification is attached to this announcement.

For further information, please contact:
Per Anders Nyman, Head of Investor Relations
Mobile: +45 2566 6869
E-mail: pny@asetek.com

About Asetek

Asetek (ASTK), a global leader in mechatronic innovation, is a Danish garage-to-stock-exchange success story. Founded in 2000, Asetek established its innovative position as the leading OEM developer and producer of the all-in-one liquid cooler for all major PC & Enthusiast gaming brands. In 2021, Asetek introduced its line of products for next level immersive SimSports gaming experiences. Asetek is headquartered in Denmark and has operations in China and Taiwan.
www.asetek.com

This information was brought to you by Cision http://news.cision.com.

https://news.cision.com/asetek/r/notification-of-executive-s-transaction-with-asetek-shares,c4099424

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SOURCE Asetek

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ACRONAME LAUNCHES USB3.2 SWITCH EXTENSION SOLUTION WITH ADVANCED POWER DELIVERY

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BOULDER, Colo., Feb. 3, 2025 /PRNewswire/ — Acroname, a Valens Semiconductor company, today announced that it has launched a new product, the USBExt3c, a 3-port switchable hub with dedicated point-to-point USB3 and USB2 extension, combined with advanced PoE and USB-C power delivery. The product allows AV installers and OEM product manufacturers to control, manage and extend USB devices, streamlining product deployment for industries such as machine vision, corporate, and education.

Leveraging both Valens’ HDBaseT and Acroname’s BrainStem technologies, the USB3Ext3c addresses the challenge of power delivery and negotiation in USB-extended systems. It allows users to manage an array of USB-based peripheral devices, extending past the short cable limitations of USB2 and USB3, without worrying about power negotiation. This is a significant benefit specifically for high-bandwidth devices, such as high-end cameras, storage devices, and devices requiring high-power charging (e.g., laptops).

The new product is based on Acroname’s system automation control platform, BrainStem, which provides highly modular and scalable hardware and software tools, including tools for management of USB and USB-PD, used in OEM applications around the world. The product also leverages the Valens VS6320 chipset, the first ASIC-based high-performance extension solution for USB3.2.

“This product launch represents a significant step forward in making USB a professional-grade technology,” said Justin Gregg, CEO of Acroname. “It enables our customers to achieve unprecedented reliability in their USB connections for robust and flexible system design.”

“This exciting product is the result of significant synergies between our two companies and is precisely what we envisioned when we acquired Acroname,” said Gili Friedman, Head of the Cross-Industry Business Unit at Valens Semiconductor. “By combining the robust HDBaseT standard with Acroname’s BrainStem technology, Acroname is delivering cutting-edge solutions that push the boundaries of USB extension and power delivery.”

The USBExt3c will be officially unveiled at Integrated Systems Europe (ISE) 2025 from Feb 4, 2025Feb 7, 2025, and will be on display at the HDBaseT Alliance booth #2M500. In addition, Acroname will also be demonstrating other robust USB solutions that maximize system visibility, which are compatible with AVI-SPL’s Symphony platform and Sennheiser’s TeamConnect Bar products.

See the product page for photos and more information.

Contact Lance Davies for more information or interviews: lance@acroname.com

About Valens Semiconductor

Valens Semiconductor (NYSE: VLN) is a leader in high-performance connectivity, enabling customers to transform the digital experiences of people worldwide. Valens’ chipsets are integrated into countless devices from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY.

For more information, visit https://www.valens.com/.

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SOURCE Acroname

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