Form 4: Paragon 28, Inc. Director Meghan Scanlon Reports Disposal of Shares in Merger with Zimmer Biomet

Meghan Scanlon, a director of Paragon 28, Inc., reported the disposal of 42,113 shares of common stock due to the merger with Zimmer Biomet Holdings, Inc.

Summary

• Director Meghan Scanlon filed a Form 4 indicating changes in beneficial ownership of Paragon 28, Inc. securities.
• The filing is related to the merger between Paragon 28, Inc. and Zimmer Biomet Holdings, Inc., which was finalized on April 21, 2025.
• As a result of the merger, each 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.
• Scanlon disposed of 42,113 shares of common stock as a result of the merger.
• Restricted stock units with time-based vesting also vested and were canceled, with holders receiving cash and CVRs for each underlying share.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The merger provides a defined cash value and potential upside through the CVR, but it also marks the end of Paragon 28 as an independent entity.

Future Outlook

The future value of the CVR is contingent on the achievement of milestones specified in the CVR Agreement.

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

• Merger and acquisition (M&A) activity is common in the medical device industry, with companies like Medtronic, Stryker, and Johnson & Johnson also actively acquiring smaller players.
• The valuation of Paragon 28 in this merger, including the CVR, would be compared to similar deals in the orthopedic device sector to assess its fairness.
• Contingent value rights are often used in M&A deals to bridge valuation gaps and align the interests of the acquiring and acquired companies.

Stakeholder Impact

• Shareholders received $13.00 per share plus a CVR.
• Employees of Paragon 28 are now part of Zimmer Biomet.

Key Dates

Keywords

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