Zimmer Biomet Holdings, Inc. (ZBH) entered a merger agreement on January 28, 2025, to acquire medical device company Paragon 28, Inc. (FNA) for $1.2 billion.
Under the terms of the agreement, Zimmer Biomet will acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, representing a premium of 8.33% from the stock’s last close.
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 part if net sales exceed $346 million up to $361 million during Zimmer Biomet’s fiscal year 2026.
Paragon 28 is a medical device company specializing in foot and ankle orthopedic solutions, offering innovative implants, surgical systems, and biologics to improve patient outcomes.
Zimmer Biomet is a global medical technology company specializing in orthopedic implants, surgical solutions, and digital and robotic technologies that enhance mobility and improve patient health.
The deal will grant Zimmer Biomet access to Paragon’s surgical implants and equipment for treating foot and ankle conditions while strengthening its fracture, trauma, and joint replacement businesses.
Zimmer plans to fund the transaction with a mix of cash and debt financing and aims to close it in the first half of 2025.
Zimmer expects the deal, including financing costs, to reduce its adjusted earnings per share by about 3% in 2025 and 1% in 2026 but to boost earnings within two years of closing.
Paragon 28 received financial advice from Piper Sandler and legal counsel from Cravath, Swaine & Moore. Goldman Sachs advised Zimmer Biomet on financial matters, while Hogan Lovells US provided legal counsel.
Zimmer Biomet is paying 3.96 times sales for Paragon 28.
To find more information on this merger and acquisition transaction, visit the Deal Metrics page:
Deal Metrics for the acquisition of Paragon 28, Inc. (FNA) by Zimmer Biomet Holdings, Inc. (ZBH)
The Deal Metrics page for each merger or acquisition includes:
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Editor’s Note: Baranjot Kaur contributed to this article