Zimmer Biomet Announces Definitive Agreement to Acquire Monogram Technologies, Expanding Robotics Suite with Autonomous Solutions
Zimmer Biomet (NYSE: ZBH) has announced a definitive agreement to acquire Monogram Technologies (NASDAQ: MGRM) for an upfront payment of $4.04 per share, representing an equity value of approximately $177 million. The deal includes a CVR worth up to $12.37 per share tied to development milestones through 2030.
The acquisition will expand Zimmer Biomet's ROSA® Robotics platform with Monogram's semi- and fully autonomous robotic technologies. Monogram's FDA-cleared CT-based, semi-autonomous AI-navigated total knee arthroplasty technology is expected to be commercialized with Zimmer Biomet implants in early 2027. The deal positions Zimmer Biomet to potentially become the first company to offer fully autonomous surgical robots in orthopedics.
The transaction is expected to be neutral to adjusted EPS in 2025-2027 and accretive thereafter, with revenue growth contribution beginning in 2027. The deal is anticipated to close later in 2025, subject to regulatory and shareholder approvals.
Zimmer Biomet (NYSE: ZBH) ha annunciato un accordo definitivo per acquisire Monogram Technologies (NASDAQ: MGRM) con un pagamento iniziale di 4,04 $ per azione, che rappresenta un valore azionario di circa 177 milioni di dollari. L'accordo include un CVR del valore massimo di 12,37 $ per azione legato a obiettivi di sviluppo fino al 2030.
L'acquisizione amplierà la piattaforma ROSA® Robotics di Zimmer Biomet con le tecnologie robotiche semi-autonome e completamente autonome di Monogram. La tecnologia di artroplastica totale del ginocchio, semi-autonoma, basata su TC e navigata da AI, approvata dalla FDA, di Monogram, dovrebbe essere commercializzata con gli impianti Zimmer Biomet entro i primi mesi del 2027. L'accordo posiziona Zimmer Biomet come potenziale prima azienda a offrire robot chirurgici completamente autonomi in ortopedia.
Si prevede che la transazione sarà neutrale per l'EPS rettificato nel periodo 2025-2027 e contribuirà positivamente in seguito, con un incremento dei ricavi a partire dal 2027. La chiusura dell'accordo è prevista per la fine del 2025, subordinata alle approvazioni regolamentari e degli azionisti.
Zimmer Biomet (NYSE: ZBH) ha anunciado un acuerdo definitivo para adquirir Monogram Technologies (NASDAQ: MGRM) por un pago inicial de 4,04 $ por acción, lo que representa un valor patrimonial aproximado de 177 millones de dólares. El acuerdo incluye un CVR valorado hasta en 12,37 $ por acción vinculado a hitos de desarrollo hasta 2030.
La adquisición ampliará la plataforma ROSA® Robotics de Zimmer Biomet con las tecnologías robóticas semi y totalmente autónomas de Monogram. Se espera que la tecnología de artroplastia total de rodilla, semi-autónoma, basada en TC y guiada por IA, aprobada por la FDA, de Monogram se comercialice con los implantes de Zimmer Biomet a principios de 2027. El acuerdo posiciona a Zimmer Biomet para ser potencialmente la primera empresa en ofrecer robots quirúrgicos totalmente autónomos en ortopedia.
Se espera que la transacción sea neutral para el BPA ajustado entre 2025 y 2027 y que aporte beneficios a partir de entonces, con un crecimiento de ingresos que comenzará en 2027. Se anticipa que el acuerdo se cierre a finales de 2025, sujeto a aprobaciones regulatorias y de accionistas.
Zimmer Biomet (NYSE: ZBH)는 Monogram Technologies (NASDAQ: MGRM)를 주당 4.04달러의 선불금으로 인수하는 확정 계약을 발표했으며, 이는 약 1억 7,700만 달러의 지분 가치를 나타냅니다. 이 거래에는 2030년까지 개발 이정표에 연동된 주당 최대 12.37달러의 CVR이 포함되어 있습니다.
이번 인수로 Zimmer Biomet의 ROSA® Robotics 플랫폼이 Monogram의 반자율 및 완전 자율 로봇 기술로 확장됩니다. FDA 승인을 받은 CT 기반 반자율 AI 내비게이션 무릎 전치환술 기술은 2027년 초에 Zimmer Biomet 임플란트와 함께 상용화될 예정입니다. 이 거래는 Zimmer Biomet가 정형외과 분야에서 완전 자율 수술 로봇을 제공하는 첫 번째 회사가 될 가능성을 높입니다.
이 거래는 2025~2027년 조정 EPS에 중립적일 것으로 예상되며, 이후에는 수익성에 긍정적 영향을 미칠 것으로 보이며, 2027년부터 매출 성장에 기여할 것입니다. 거래는 규제 및 주주 승인 조건을 충족하여 2025년 말에 마무리될 예정입니다.
Zimmer Biomet (NYSE: ZBH) a annoncé un accord définitif pour acquérir Monogram Technologies (NASDAQ: MGRM) avec un paiement initial de 4,04 $ par action, représentant une valeur d'équité d'environ 177 millions de dollars. L'accord inclut un CVR pouvant atteindre 12,37 $ par action lié à des étapes de développement jusqu'en 2030.
Cette acquisition permettra d'élargir la plateforme ROSA® Robotics de Zimmer Biomet grâce aux technologies robotiques semi-autonomes et entièrement autonomes de Monogram. La technologie d'arthroplastie totale du genou semi-autonome, basée sur la tomodensitométrie et guidée par IA, approuvée par la FDA, de Monogram devrait être commercialisée avec les implants Zimmer Biomet au début de 2027. Cet accord positionne Zimmer Biomet pour devenir potentiellement la première entreprise à proposer des robots chirurgicaux entièrement autonomes en orthopédie.
La transaction devrait être neutre pour le BPA ajusté entre 2025 et 2027 puis accréditive par la suite, avec une contribution à la croissance des revenus à partir de 2027. La clôture de l'accord est prévue pour fin 2025, sous réserve des approbations réglementaires et des actionnaires.
Zimmer Biomet (NYSE: ZBH) hat eine endgültige Vereinbarung zur Übernahme von Monogram Technologies (NASDAQ: MGRM) für eine Vorauszahlung von 4,04 $ pro Aktie bekannt gegeben, was einem Eigenkapitalwert von etwa 177 Millionen US-Dollar entspricht. Der Deal beinhaltet eine CVR im Wert von bis zu 12,37 $ pro Aktie, die an Entwicklungsmeilensteine bis 2030 gebunden ist.
Die Übernahme wird die ROSA® Robotics-Plattform von Zimmer Biomet mit den halb- und vollautonomen Robotertechnologien von Monogram erweitern. Die von der FDA zugelassene, CT-basierte, halbautonome, KI-gesteuerte Technologie für die totale Knieendoprothetik von Monogram soll Anfang 2027 mit Zimmer Biomet-Implantaten kommerzialisiert werden. Der Deal positioniert Zimmer Biomet als potenziell erstes Unternehmen, das vollautonome chirurgische Roboter in der Orthopädie anbietet.
Die Transaktion wird voraussichtlich im Zeitraum 2025-2027 neutral für das bereinigte Ergebnis je Aktie (EPS) sein und danach ertragssteigernd wirken, wobei der Umsatzbeitrag ab 2027 erwartet wird. Der Abschluss des Deals wird für Ende 2025 erwartet, vorbehaltlich behördlicher und aktionärsseitiger Genehmigungen.
- Potential to become first company with fully autonomous surgical robots in orthopedics
- Acquisition expands robotics portfolio with FDA-cleared semi-autonomous technology
- Expected to contribute to revenue growth from 2027
- High single-digit ROIC projected by year five
- ROSA platform approaching 2,000 installations worldwide
- Deal structure includes performance-based CVR up to $12.37 per share
- Neutral impact on adjusted EPS for first three years (2025-2027)
- Commercialization of acquired technology not expected until early 2027
- Additional debt financing required for transaction
Insights
Zimmer Biomet's acquisition of Monogram Technologies represents a strategic expansion into autonomous robotics with significant long-term growth potential.
Zimmer Biomet's $177 million acquisition of Monogram Technologies (plus potential
The acquisition directly addresses Zimmer's technological portfolio gaps by adding Monogram's FDA-cleared semi-autonomous AI-navigated knee arthroplasty system alongside their in-development fully autonomous version. This positions Zimmer to potentially become the first and only orthopedic company offering fully autonomous surgical robotics - a significant competitive advantage in a high-growth segment.
From a financial perspective, the acquisition is structured with disciplined long-term thinking. While neutral to adjusted EPS through 2027, it becomes accretive thereafter, with projected high-single-digit ROIC by year five. The expected 2027 revenue contribution aligns with typical medical technology adoption cycles, where new platforms initially require significant market education before accelerating uptake.
What's particularly notable is how this acquisition creates an unprecedentedly comprehensive robotics ecosystem. Zimmer will now offer solutions across the entire autonomy spectrum: from manual navigation to semi-autonomous to potentially fully autonomous systems. This flexibility addresses a critical market reality - surgeons have varying preferences regarding technology assistance, and Zimmer can now meet them wherever they are on that adoption curve.
The transaction should strengthen Zimmer's competitive position against orthopedic rivals, particularly in the U.S. market where ROSA trails some competitors. Monogram's technology could help close this gap while reinforcing Zimmer's already strong international position where ROSA is a market leader.
This acquisition represents a significant technological leap for Zimmer Biomet's robotics capabilities. Monogram's CT-based, semi-autonomous AI-navigated knee replacement technology – already FDA-cleared – provides Zimmer immediate access to advanced automation that complements their existing ROSA platform's 2,000+ global installations.
The truly transformative aspect is Monogram's in-development fully autonomous surgical robot. While semi-autonomous systems require surgeon guidance for critical decisions, fully autonomous platforms can independently execute complex surgical tasks following pre-approved parameters. This represents the highest tier of surgical automation – a frontier few companies have reached.
The technological differentiation between Zimmer's current offerings and Monogram's capabilities is substantial. ROSA is primarily an imageless robotic assistant, while Monogram's systems leverage CT imaging and advanced AI for enhanced precision. This technological diversity gives Zimmer a comprehensive spectrum of solutions: imageless robotics (ROSA), CT-based handheld robotics (licensed technology), mixed reality navigation, AI navigation, and now semi/fully autonomous capabilities.
Zimmer's strategy of maintaining multiple technological approaches is uncommon but insightful. Rather than forcing surgeons to adapt to a single robotic paradigm, they're creating flexibility across different surgical preferences and hospital constraints. This multi-platform approach could accelerate adoption by reducing the typical resistance to new surgical technologies.
The anticipated 2027 commercialization timeline for Monogram's technology with Zimmer implants suggests significant integration and validation work ahead – typical for complex medical robotics. However, the potential market differentiation of offering the first fully autonomous orthopedic surgical robot represents a substantial competitive advantage worth the investment and integration period.
Proposed transaction creates the broadest, most flexible portfolio of orthopedic robotics and navigation technologies to meet surgeons' needs
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
Monogram's semi- and fully autonomous robotic technologies are expected to add new and differentiated capabilities to expand Zimmer Biomet's flagship ROSA® Robotics platform and broad suite of navigation and enabling technologies. Monogram has developed a CT-based, semi-autonomous, AI-navigated total knee arthroplasty (TKA) robotic technology, which 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. 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.
"Monogram's technology is a major leap forward, demonstrating our commitment to becoming the boldest and broadest innovator in surgical robotics and navigation," said Ivan Tornos, Chairman, President and Chief Executive Officer of Zimmer Biomet. "Upon closing, our customer-centric portfolio will consist of the most comprehensive and flexible technology ecosystem to support the varying preferences of a vast array of surgeons – now and into the future. With Monogram's proprietary technology, Zimmer Biomet has the potential to become the first company to deliver fully autonomous capabilities and redefine both the standard of care and the future of orthopedic surgery."
The proposed transaction expands Zimmer Biomet's extensive suite of orthopedic robotics, enabling solutions and analytics to address the needs of surgeons pre-, intra- and post-operatively. Zimmer Biomet's broad portfolio features imageless robotics through its ROSA platform; a licensed CT-based handheld robot; mixed reality navigation; AI-based surgical navigation; and a pathway to advanced semi- and fully autonomous robotics capabilities. Increasingly, Zimmer Biomet is uniquely positioned to solve for the diverse preferences of a wide range of surgeons globally and address multiple styles of surgical techniques, such as CT and non-CT; robotic and non-robotic; and manual, surgeon-centered methods or semi- or fully autonomous technologies.
The ROSA platform, which is the cornerstone of Zimmer Biomet's robotics offering, is rapidly approaching 2,000 installations worldwide and is a market leader outside of
"Since our inception, we have been singularly focused on advancing orthopedic robotics with technology designed to safely, efficiently and accurately support surgeons with total knee arthroplasty," said Benjamin Sexson, Chief Executive Officer of Monogram. "We are thrilled by the opportunity to add our technology to Zimmer Biomet's leading portfolio of surgical robotics, navigation solutions and trusted implants and to benefit from their deep industry expertise and global scale."
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.
Zimmer Biomet believes this proposed transaction and the CVR structure is compelling from both a strategic and financial standpoint. The acquisition of Monogram further strengthens Zimmer Biomet's capabilities in robotics, one of the fastest growing segments within orthopedics. Zimmer Biomet expects the acquisition will contribute to revenue growth in 2027 and beyond by improving the Company's robotic knee adoption in the
Zimmer Biomet anticipates the acquisition will be neutral to adjusted earnings per share in 2025, 2026 and 2027, and accretive in 2028 and beyond. Additionally, the transaction 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, and the merger is anticipated to close later this year.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Zimmer Biomet and Hogan Lovells US LLP is serving as legal advisor.
Wells Fargo Securities, LLC is serving as exclusive financial advisor to Monogram and Duane Morris 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 Monogram Technologies
Monogram Technologies (NASDAQ: MGRM) is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a product solution architecture to enable patient-optimized orthopedic implants at scale by combining 3D printing, advanced machine vision, AI and next-generation robotics.
To learn more, visit www.monogramtechnologies.com.
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 Monogram, 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 Monogram and Monogram management; the financial condition, results of operations and businesses of Zimmer Biomet and Monogram; the possibility that the milestones 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 Monogram in light of Zimmer Biomet's and Monogram's experience and Zimmer Biomet's and Monogram's perception of historical trends, current conditions and expected future developments, as well as other factors Zimmer Biomet and Monogram 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 Monogram 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 to whether the stockholders of Monogram 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 Monogram 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 Monogram 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 changing demand for Zimmer Biomet's and Monogram's existing products; (vii) risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights; (viii) 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 Monogram's ability to attract, motivate or retain key executives, employees and other associates; (ix) risks related to the proposed transaction diverting Zimmer Biomet's and/or Monogram's managements' attention from the ongoing business operations of their respective business; (x) negative effects of this announcement or the consummation of the proposed transaction on the market price of Zimmer Biomet's and/or Monogram's common stock and on Zimmer Biomet's and/or Monogram's operating results; (xi) significant transaction costs; (xii) unknown liabilities; (xiii) the risk of litigation, including stockholder 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 (xiv) (A) other risks and uncertainties discussed in Zimmer Biomet's and Monogram's respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 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
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 Monogram 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, Monogram 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 Monogram's stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MONOGRAM 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 Monogram's' website at www.monogramtechnologies.com. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to Monogram Technologies Inc., ATTN: Investor Relations, 3913 Todd Lane, Suite 307,
Participants in the Solicitation
Zimmer Biomet and Monogram 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 Monogram 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 2025 Annual Meeting of Stockholders, filed with the SEC on April 14, 2025 and subsequent statements of beneficial ownership on file with the SEC. Information regarding Monogram's directors and executive officers can be found in Monogram's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025 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 Monogram's website at www.monogramtechnologies.com. Additional information regarding the interest of Monogram's participants in the solicitation of Monogram's stockholders, which may, in some cases, be different than those of Monogram'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.
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SOURCE Zimmer Biomet Holdings, Inc.
FAQ
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