Zimmer Biomet to acquire Monogram for $168 mln in cash and CVR.

• Zimmer Biomet acquires Monogram Technologies for $177 million upfront. • Enterprise value is $168 million. • Acquisition expected to be neutral to EPS in 2025-2027, then accretive. • Expected to contribute to revenue growth beginning in 2027. • Monogram shareholders receive $4.04 per share in cash and CVRs.

Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH) has announced a definitive agreement to acquire Monogram Technologies Inc. (NASDAQ: MGRM) for an upfront payment of $4.04 per share in cash, equating to an enterprise value of approximately $168 million. The acquisition is expected to be neutral to adjusted earnings per share (EPS) in 2025-2027 and accretive thereafter, contributing to revenue growth beginning in 2027 [1].

Monogram Technologies, an AI-driven robotics company focused on orthopedic surgery, has developed semi- and fully autonomous robotic technologies that will expand Zimmer Biomet's flagship ROSA® Robotics platform. The acquisition includes a CT-based, semi-autonomous, AI-navigated total knee arthroplasty (TKA) robotic technology that received FDA 510(k) clearance in March 2025 and is expected to be commercialized with Zimmer Biomet implants in early 2027. Additionally, Monogram is developing a fully autonomous version of the technology with the potential to significantly increase safety, efficiency, and outcomes, as well as additional applications beyond TKA [1].

Upon closing of the proposed transaction, Zimmer Biomet expects to have a clear pathway to become the first and only company in orthopedics to offer a fully autonomous surgical robot. The acquisition is expected to contribute to revenue growth in 2027 and beyond by improving the Company's robotic knee adoption in the U.S., increasing share of wallet through reaching new customers with a broader product range, and expanding the Company's industry-leading global knee offerings [1].

Zimmer Biomet plans to fund the transaction through a combination of cash on the balance sheet and other available debt financing sources. The acquisition is projected to generate high-single digit return on invested capital (ROIC) by year five, with an increasing contribution thereafter. Closing of the proposed transaction is subject to receipt of required regulatory approvals, approval by Monogram's common stockholders, and other customary closing conditions, with the merger anticipated to close later this year [1].

Monogram shareholders will receive $4.04 per share in cash and 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 [1].

References:
[1] https://www.prnewswire.com/news-releases/zimmer-biomet-announces-definitive-agreement-to-acquire-monogram-technologies-expanding-robotics-suite-with-autonomous-solutions-302503954.html