425: Monogram Merger Review Extended by HSR Resubmission

Monogram Technologies and Zimmer Biomet voluntarily withdrew and resubmitted their HSR filing to allow the FTC more time for merger review, extending the waiting period until October 6, 2025.

Summary

• Monogram Technologies Inc. (Monogram) and Zimmer Biomet Holdings, Inc. (Zimmer Biomet) are proceeding with their previously announced merger agreement, dated July 11, 2025, as amended on August 27, 2025.
• On September 4, 2025, Zimmer Biomet, in consultation with Monogram, voluntarily withdrew its pre-merger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
• The purpose of this withdrawal was to provide the Federal Trade Commission (FTC) with additional time to review the Merger.
• On the same date, Zimmer Biomet resubmitted its pre-merger Notification and Report Form, initiating a new 30-day waiting period under the HSR Act.
• This new waiting period is set to expire on October 6, 2025, at 11:59 p.m., Eastern Time, unless it is terminated earlier or further extended.
• Both companies continue to work constructively with FTC staff and still expect to consummate the Merger in the second half of 2025, subject to regulatory approvals, Monogram shareholder adoption, and other customary closing conditions.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there's a procedural delay in regulatory approval, management frames it as a standard process and reiterates confidence in the merger's completion within the previously stated timeframe (second half of 2025). The cooperation with the FTC is also a positive sign.

Positives

• The companies are actively cooperating with the Federal Trade Commission (FTC) in its review of the merger.
• The withdrawal and refiling of HSR notifications is described as a standard procedure for antitrust review, suggesting it is a common step rather than an unexpected hurdle.
• Management continues to expect the merger to be consummated in the second half of 2025, indicating confidence in the transaction's ultimate completion.

Negatives

• The regulatory review process for the merger is taking longer than initially anticipated, requiring an extension of the HSR waiting period.
• The extension introduces a slight delay and potentially indicates increased scrutiny from the FTC regarding the competitive implications of the merger.

Risks

• Risks related to the satisfaction of closing conditions, including the failure to obtain necessary regulatory approvals in the anticipated timeframe or at all.
• Uncertainties regarding whether Monogram stockholders will approve the Merger and the possibility that the Merger does not close.
• The occurrence of any event, change, or other circumstances that could lead to the termination of the Merger Agreement, potentially requiring Monogram to pay a termination fee.
• Risks related to the ability to realize the anticipated benefits of the Merger, including the possibility that expected benefits will not be realized or within the expected time period.
• The risk that the businesses will not be integrated successfully post-merger.
• Risks relating to changing demand for Monogram's existing products.
• Risks relating to the achievement of revenue and other milestones necessary for the payment of any contingent value rights.
• Disruption from the Merger making it more difficult to maintain business and operational relationships with customers, vendors, service providers, and sales representatives.
• Challenges in attracting, motivating, or retaining key executives, employees, and other associates due to the Merger.
• Risks related to the Merger diverting Monogram's management's attention from ongoing business operations.
• Negative effects of the announcement or consummation of the Merger on the market price of Monogram common stock and on its operating results.
• Significant transaction costs associated with the Merger.
• Unknown liabilities that may arise from the Merger.
• The risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations, or restrictions placed on approvals by governmental entities, related to the Merger.

Future Outlook

Monogram and Zimmer Biomet continue to expect to consummate the Merger in the second half of 2025, subject to the receipt of required regulatory approvals, the adoption of the Merger Agreement by Monogram's shareholders, and the satisfaction or waiver of other customary closing conditions.

Management Comments

• "Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions."
• "The Company and Zimmer Biomet continue to work constructively with FTC staff in the FTCs review of the Merger and continue to expect to consummate the Merger in the second half of 2025."

Industry Context

The voluntary withdrawal and resubmission of HSR filings is a common procedural step in large-scale mergers and acquisitions, particularly in industries like healthcare and medical devices, where antitrust regulators often conduct thorough reviews. This action suggests the FTC is taking a closer look at the competitive implications of the Monogram-Zimmer Biomet merger, which is not unusual given Zimmer Biomet's significant market presence.

Comparison to Industry Standards

• The HSR Act review process, including extensions or withdrawal/resubmission, is a standard regulatory hurdle for significant M&A transactions in the U.S. Similar procedural extensions have been observed in other large healthcare sector mergers, such as the proposed acquisition of Wright Medical by Stryker, which also faced extended FTC review periods.
• The stated expectation of closing in the second half of 2025, despite the HSR extension, aligns with typical timelines for complex mergers that encounter initial regulatory scrutiny but are ultimately expected to proceed.

Stakeholder Impact

• Shareholders: Will need to approve the Merger Agreement; potential impact on stock price due to regulatory review extension and associated risks; risk of stockholder litigation related to the Merger.
• Employees: Potential disruption from the Merger, challenges in attracting, motivating, or retaining key personnel.
• Customers, Vendors, Service Providers: Potential difficulty in maintaining business and operational relationships during the Merger process.
• Regulatory Authorities (FTC): Actively reviewing the Merger for antitrust implications, requiring additional time and cooperation from the companies.

Next Steps

• Expiration of the new 30-day HSR waiting period on October 6, 2025, unless terminated earlier or extended.
• Receipt of all required regulatory approvals for the Merger.
• Adoption of the Merger Agreement by Monogram's shareholders.
• Satisfaction or waiver of other customary closing conditions.
• Consummation of the Merger in the second half of 2025.

Key Dates

Recommendation

The voluntary withdrawal and resubmission of the HSR filing, while described as standard, indicates increased regulatory scrutiny and extends the timeline for merger completion. While management reiterates the expectation for a second-half 2025 closing, the extended review period introduces a degree of uncertainty. Investors should hold their position and closely monitor further regulatory developments and the shareholder vote, as the core value proposition of the merger remains intact but the path to closing has a slightly longer and more scrutinized timeline.

Keywords

Monogram Technologies, Zimmer Biomet, Merger, Acquisition, HSR Act, FTC, Regulatory Review, MGRM, Healthcare, Medical Devices