Form 4: Paragon 28 Director B. Kristine Johnson Disposes of Shares in Merger with Zimmer Biomet

Director B. Kristine Johnson reports the disposal of Paragon 28 shares following the company's merger with Zimmer Biomet, receiving cash and contingent value rights in exchange.

Summary

• B. Kristine Johnson, a director of Paragon 28, Inc., filed a Form 4 indicating changes in beneficial ownership due to the merger with Zimmer Biomet Holdings, Inc.
• The merger, effective April 21, 2025, involved Gazelle Merger Sub I, Inc. merging into Paragon 28, with Paragon 28 becoming a wholly-owned subsidiary of Zimmer Biomet.
• Each outstanding share of Paragon 28 common stock was converted into the right to receive $13.00 in cash and one contingent value right (CVR) potentially worth up to $1.00.
• Restricted stock units with time-based vesting also vested and were canceled, with holders receiving the cash consideration and one CVR per share.
• Johnson disposed of 47,347 shares of common stock as a result of the merger.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The merger provides shareholders with immediate cash and a potential future payout. The completion of the merger removes uncertainty.

Future Outlook

The document outlines the completion of the merger; future value is tied to the contingent value right and achievement of milestones.

Industry Context

This announcement reflects ongoing consolidation within the medical device industry, with larger companies like Zimmer Biomet acquiring smaller, specialized firms like Paragon 28 to expand their product portfolios and market reach.

Comparison to Industry Standards

• Mergers and acquisitions are a common strategy in the medical device industry, similar to Stryker's acquisition of Wright Medical Group.
• The structure of the deal, including cash consideration and contingent value rights, is a fairly standard approach to M&A transactions in the healthcare sector, seen in deals like Sanofi's acquisition of Bioverativ.

Stakeholder Impact

• Shareholders received $13.00 per share in cash and a CVR.
• Paragon 28 becomes a wholly-owned subsidiary of Zimmer Biomet, impacting employees and operations.

Key Dates

Keywords

Merger, Paragon 28, Zimmer Biomet, Form 4, Beneficial Ownership, Director, Johnson, FNA, CVR, Contingent Value Right