Monogram Technologies (MGRM) Proxy Filing summary

Executive summary

• Zimmer Biomet Holdings, Inc. will acquire all outstanding shares of Monogram Technologies Inc. for $4.04 per share in cash, plus a non-tradeable contingent value right (CVR) per share, with a total equity value of ~$177 million and enterprise value of ~$168 million.

• The transaction is expected to close later in 2025, subject to regulatory and shareholder approvals, and is anticipated to be neutral to adjusted EPS in 2025-2027 and accretive thereafter.

• Monogram’s semi- and fully autonomous robotic technologies will expand Zimmer Biomet’s ROSA® Robotics platform, with commercialization of FDA-cleared technology expected in early 2027.

• The acquisition is expected to contribute to revenue growth beginning in 2027 and generate high-single digit ROIC by year five.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Monogram’s outstanding common stockholders.

• Certain stockholders have entered into a voting agreement to support the merger and vote against competing proposals.

• A definitive proxy statement will be mailed to stockholders, and all relevant documents will be filed with the SEC.

Board of directors and corporate governance

• The boards of both companies have unanimously approved the transaction.

• Upon closing, Monogram will become a wholly owned subsidiary of Zimmer Biomet, and its board structure will be aligned accordingly.