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    SEC Form 8-K filed by Zimmer Biomet Holdings Inc.

    4/21/25 4:05:14 PM ET
    $ZBH
    Industrial Specialties
    Health Care
    Get the next $ZBH alert in real time by email
    8-K
    false 0001136869 0001136869 2025-04-21 2025-04-21 0001136869 us-gaap:CommonStockMember 2025-04-21 2025-04-21 0001136869 zbh:M2.425NotesDue2026Member 2025-04-21 2025-04-21 0001136869 zbh:M1.164NotesDue2027Member 2025-04-21 2025-04-21 0001136869 zbh:M3.518NotesDue2032Member 2025-04-21 2025-04-21
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 21, 2025

     

     

    ZIMMER BIOMET HOLDINGS, INC.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   001-16407   13-4151777

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    345 East Main Street

    Warsaw, Indiana

      46580
    (Address of Principal Executive Offices)   (Zip Code)

    (574) 373-3333

    (Registrant’s Telephone Number, Including Area Code)

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol

     

    Name of each exchange
    on which registered

    Common Stock, $0.01 par value   ZBH   New York Stock Exchange
    2.425% Notes due 2026   ZBH 26   New York Stock Exchange
    1.164% Notes due 2027   ZBH 27   New York Stock Exchange
    3.518% Notes due 2032   ZBH 32   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company  ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

     

     
     


    Item 8.01.

    Other Events.

    As previously disclosed in the Current Report on Form 8-K filed by Zimmer Biomet Holdings, Inc. (the “Company”), on January 29, 2025 with the Securities and Exchange Commission, on January 28, 2025, Zimmer, Inc. (“Parent” or “Zimmer”), a Delaware corporation and wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paragon 28, Inc., a Delaware corporation (“Paragon 28”), Gazelle Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and, for certain provisions of the Merger Agreement, the Company, as guarantor.

    On April 21, 2025 (the “Closing Date”), Merger Sub merged with and into Paragon 28 (the “Merger”), with Paragon 28 continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Paragon 28 common stock, par value $0.01 per share (other than shares owned by Paragon 28, Parent, Merger Sub or any of their respective subsidiaries (which shares were canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law), were converted into the right to receive (i) $13.00 in cash, without interest and (ii) one contractual contingent value right pursuant to the Contingent Value Rights Agreement, by and among Parent, Equiniti Trust Company, LLC, as rights agent, and, for certain provisions, the Company, as guarantor.

    A copy of the press release issued by the Company on April 21, 2025 announcing the closing of the Merger is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit

    Number

       Description
    99.1    Press Release, dated April 21, 2025
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     

        Zimmer Biomet Holdings, Inc.
    Date: April 21, 2025     By:  

    /s/ Chad F. Phipps

         

    Chad F. Phipps

    Senior Vice President, General Counsel and Secretary

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