News Release

WARSAW — Zimmer Biomet Holdings Inc. and Monogram Technologies Inc., an orthopedic robotics company in Austin, Texas, announced Monday, July 14, that they have entered a definitive agreement for Zimmer Biomet to acquire all outstanding shares of stock of Monogram.

The acquisition will be for an upfront payment of $4.04 per share in cash, corresponding to an equity value of approximately $177 million and an enterprise value of approximately $168 million. Monogram common stockholders will also receive a non-tradeable contingent value right 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. The respective boards of directors of Zimmer Biomet and Monogram have unanimously approved the proposed transaction.

Monogram’s semi- and fully autonomous robotic technologies are expected to add new capabilities to expand Zimmer Biomet’s flagship ROSA Robotics platform and suite of navigation and enabling technologies. Monogram has developed a CT-based, semi-autonomous, AI-navigated total knee arthroplasty 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 total knee arthroplasty. Upon closing of the proposed transaction, Zimmer Biomet expects to have a 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 suite of orthopedic robotics, enabling solutions and analytics to address the needs of surgeons pre-, intra- and post-operatively. Zimmer Biomet’s 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 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 approaching 2,000 installations worldwide and is a market leader outside of the United States. Zimmer Biomet is committed to continuing to advance the ROSA platform and is investing in a research and development pipeline featuring several new product and software applications expected between now and 2027. This includes ROSA Knee with OptimiZe, which has been submitted to the FDA and 510(k) clearance is anticipated later this year, as well as ROSA Posterior Hip and the full commercial launch of ROSA Shoulder.

“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, the company said.

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 U.S., increasing share of wallet through reaching new customers with a broader product range and expanding the company’s global knee offerings.

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 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.