DEFM14A: ZimVie Stockholders to Vote on $19/Share ARCHIMED Buyout

ZimVie Inc. stockholders are invited to a special meeting on October 10, 2025, to vote on the proposed acquisition by ARCHIMED for $19.00 per share in cash.

Summary

• ZimVie Inc. (the Company) entered into a definitive merger agreement on July 20, 2025, with Zamboni Parent Inc. and Zamboni MergerCo Inc., affiliates of ARCHIMED SAS.
• The acquisition price is $19.00 in cash per share of common stock, without interest, for all issued and outstanding shares immediately prior to the merger's effective time.
• The Company's Board of Directors unanimously determined the merger is advisable and fair, and in the best interests of the Company and its stockholders, recommending a vote FOR the merger agreement proposal.
• A special meeting of stockholders is scheduled for October 10, 2025, at 7:00 a.m. Mountain Time, in Denver, CO, to vote on the merger agreement, executive compensation, and any adjournment proposals.
• The merger requires approval by the affirmative vote of holders of a majority of outstanding shares of Company common stock entitled to vote.
• The merger is expected to be consummated by year-end 2025, subject to stockholder and regulatory approvals.
• Upon consummation, ZimVie common stock will be delisted from NASDAQ and deregistered under the Exchange Act, becoming a wholly owned subsidiary of Parent.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the unanimous board recommendation, significant premium offered to shareholders, and the financial advisor's opinion of fairness. The transaction provides immediate cash liquidity and certainty, addressing historical trading discounts and standalone risks. While there are inherent risks in any merger, the strong financial backing and regulatory progress contribute to a favorable outlook for the transaction's completion.

Positives

• The $19.00 per share cash consideration represents a significant premium of approximately 125% over the closing stock price on July 18, 2025 ($8.44).
• The offer provides immediate cash value and liquidity to stockholders, mitigating risks associated with the Company's standalone strategy.
• The Board unanimously approved the merger, believing it to be advisable and fair, and in the best interests of the Company and its stockholders.
• The merger is not subject to a financing condition, with committed equity financing of $470,516,436.58 and debt financing of $400,000,000 secured.
• The merger agreement includes a Parent termination fee of $40,503,150, payable under certain circumstances, supported by a limited guarantee, indicating a high probability of closing.
• The HSR Act waiting period for the merger was granted early termination on August 29, 2025, at 11:30 a.m. Eastern Time, accelerating regulatory clearance.

Negatives

• Stockholders will lose the potential for future upside from the Company's standalone strategic plan and will have no ongoing equity interest in the surviving corporation.
• If the merger is not consummated, the Company's stock price may decline from its current level, which reflects market assumptions of the merger's completion.
• The Company's business operations are subject to certain restrictions prior to the merger's consummation, potentially delaying or preventing beneficial business opportunities.
• The all-cash transaction will be a taxable event for U.S. federal income tax purposes for U.S. holders.
• The Company may be obligated to pay a termination fee of $20,251,575 to Parent under certain circumstances if the merger agreement is terminated, which could deter alternative proposals.
• The Company's executive officers and directors have financial interests in the merger that may differ from, or be in addition to, those of general stockholders.

Risks

• The risk that the proposed merger may not be completed in a timely manner or at all due to failure of closing conditions, including stockholder or regulatory approvals.
• The possibility that competing offers or acquisition proposals for the Company will be made, potentially disrupting the current transaction.
• The effect of the pendency of the proposed transaction on the Company's ability to attract, motivate, or retain key executives and employees.
• The potential negative impact on the Company's ability to maintain relationships with customers, suppliers, and other business counterparties.
• The risk of stockholder litigation in connection with the proposed merger, including resulting expense or delay.
• Risks relating to changes in U.S. trade policy, including tariffs, and the resulting consequences.
• Risks relating to the Company's business, operations, and strategy, such as manufacturing interruptions, supply chain disruptions, competition, and effectiveness of cost reduction initiatives.
• Risks relating to financial, liquidity, and tax matters, including the Company's ability to meet debt obligations, currency exchange rate fluctuations, and potential tax liabilities.
• Risks relating to compliance with existing and future applicable laws and regulations, particularly obtaining FDA clearances or approvals for products.

Future Outlook

The merger is expected to be consummated by year-end 2025, subject to stockholder and regulatory approvals. Following the merger, ZimVie common stock will be delisted from NASDAQ and deregistered under the Exchange Act, and the Company will operate as a wholly owned subsidiary of ARCHIMED. The Company will no longer be publicly traded, and current stockholders will not participate in future earnings or growth.

Management Comments

• The Board unanimously determined and declared that it is advisable and fair to, and in the best interests of, the Company and Company stockholders that the Company enter into the merger agreement and consummate the transactions contemplated by the merger agreement, including the merger.
• The Board approved and declared the advisability of the merger agreement, the other transaction documents and the transactions contemplated by the merger agreement, including the merger.
• The Board directed that the merger agreement be submitted to Company stockholders entitled to vote for adoption at the special meeting and recommended that Company stockholders entitled to vote adopt the merger agreement.

Industry Context

ZimVie Inc. is a global life sciences leader in the dental implant market, developing and delivering products for dental tooth replacement and restoration. The acquisition by ARCHIMED, an investment firm focused on the healthcare industry, reflects ongoing private equity interest in specialized healthcare sectors, particularly those with established product portfolios and global reach. This transaction allows ZimVie to transition from a publicly traded entity, potentially enabling a more focused long-term strategy away from public market pressures, a trend seen in various medical device and life sciences segments.

Comparison to Industry Standards

• Centerview's selected public company analysis showed ZimVie's implied per share equity value range of approximately $14.00 to $18.75, based on EV/2025E Adj. EBITDA Trading Multiples of 7.0x to 9.0x, compared to a median of 11.0x for comparable companies like Align Technology, Inc. (12.4x), DENTSPLY SIRONA Inc. (6.8x), Envista Holdings Corporation (9.3x), Henry Schein, Inc. (11.0x), and Straumann Group (19.6x).
• Centerview's selected precedent transaction analysis indicated an implied per share equity value range of approximately $17.00 to $21.25, based on TV/LTM Adj. EBITDA Multiples of 9.0x to 11.0x, compared to a median of 9.9x for transactions involving companies like Patterson Companies, Inc. (9.9x), Vantive (8.8x), KaVo Treatment Unit & Instrument Business of Envista Holdings Corporation (6.4x), Analogic Corporation (11.3x), and Zest Dental Solutions (11.2x).
• The merger consideration of $19.00 per share falls within the upper end of the public company analysis range and within the precedent transaction analysis range, suggesting a fair valuation in the context of recent market activity and comparable deals.
• The Board considered that ZimVie's shares historically traded at a discount relative to peers, partly due to its relative size and capital structure limitations, which the merger addresses by providing a premium cash exit.

Management Changes

Corporate Governance

Legal Proceedings

• The Company has received four demand letters from purported stockholders alleging disclosure deficiencies in the preliminary proxy statement filed on August 15, 2025.
• The Company believes these allegations are without merit and that disclosures comply with applicable law.
• No lawsuits challenging the merger or preliminary proxy statement have been filed as of the date of this proxy statement, but such lawsuits or additional demand letters may be received in the future.

Related Party Transactions

• The filing states that Section 3.20 of the Company Disclosure Letter sets forth a list of all Contracts, transactions, arrangements or understandings between the Company or its Subsidiaries and any present executive officer or director, 5% beneficial owner, or their affiliates (excluding employment-related contracts and Company Plans). No specific details of such transactions are provided in the main body of the filing.

Stakeholder Impact

• Shareholders: Will receive $19.00 cash per share, providing immediate liquidity and a significant premium, but will lose future equity interest in the Company.
• Employees: Continuing employees will receive no less favorable base salary, wage rate, short-term cash incentive opportunities, severance benefits, and health/welfare/retirement benefits for one year post-merger. Long-term incentive awards will vest and be converted to cash. A cash-based retention pool of up to $3.5 million may be established for certain employees.
• Directors and Executive Officers: Have financial interests in the merger, including accelerated vesting and cash payment of long-term incentive awards, severance benefits under change-in-control agreements, and continued indemnification and insurance coverage.
• Customers, Suppliers, Distributors: The Company aims to preserve substantially intact current relationships, but the pendency of the merger could cause disruption or uncertainty.
• Creditors: Existing indebtedness of the Company is expected to be repaid or refinanced in connection with the merger.

Next Steps

• Company stockholders will vote on the merger agreement, executive compensation, and adjournment proposals at a special meeting on October 10, 2025.
• Parent and the Company will cooperate to cause ZimVie common stock to be delisted from NASDAQ and deregistered under the Exchange Act following the merger's consummation.
• The merger is expected to close by year-end 2025, subject to the satisfaction or waiver of remaining conditions.

Key Dates

Recommendation

For existing shareholders, the recommendation is to hold shares until the merger closes to receive the $19.00 cash per share, which represents a substantial premium over recent trading prices. Given the unanimous board recommendation, the fairness opinion from Centerview, and the secured financing, the probability of the merger closing appears high. The current market price of $18.88 (as of August 29, 2025) reflects a small arbitrage spread, making holding a reasonable strategy to capture the full merger consideration. For new investors, the small remaining spread might not justify the residual closing risks.

Keywords

ZimVie, ARCHIMED, Merger, Acquisition, Dental Implant Market, Life Sciences, SEC Filing, Proxy Statement, ZIMV, Healthcare Industry