Zimmer Biomet to acquire Paragon 28 for $13.00 per share cash plus up to $1.00 CVR

ZIMMER BIOMET HOLDINGS, INC.

Deal consideration: $13.00 per share cash plus Contingent Value Right (CVR) with max $1.00 payable if Paragon 28 net revenue exceeds $361M in 2026.
Paragon 28 CEO Albert DaCosta enters voting agreement to support deal, will become Global President, Foot and Ankle post-close.
Termination fee of $40M payable by Paragon 28 under certain circumstances, including if it accepts a superior proposal.
Closing requires stockholder approval, HSR and foreign regulatory clearances; no financing condition.
Deal expected to close by November 28, 2025 (with possible extension to January 28, 2026).

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