WARSAW, Ind., Feb. 7, 2022 /PRNewswire/ -- Zimmer Biomet
Holdings, Inc. (NYSE and SIX: ZBH) today announced that its
Board of Directors has declared a pro rata dividend of 80.3% of the
outstanding common stock of ZimVie Inc. ("ZimVie") to Zimmer Biomet
shareholders of record as of the close of business on February 15, 2022 (the "Record Date"). The
dividend is payable at 12:01 a.m. ET
on March 1, 2022 (the "Distribution
Date"). As a result of the dividend, Zimmer Biomet
shareholders will receive one share of ZimVie common stock for
every ten shares of Zimmer Biomet common stock they hold on the
Record Date. Immediately following the dividend, Zimmer
Biomet will retain 19.7% of the outstanding shares of ZimVie common
stock, which Zimmer Biomet intends to divest after the separation
in a tax-efficient manner.
![(PRNewsfoto/Zimmer Biomet Holdings, Inc.) (PRNewsfoto/Zimmer Biomet Holdings, Inc.)](https://mma.prnewswire.com/media/1603977/Zimmer_Biomet_Holdings_Logo.jpg)
Fractional shares of ZimVie common stock will not be distributed
to Zimmer Biomet shareholders. Instead, the fractional shares
of ZimVie common stock will be aggregated and sold in the open
market, with the net proceeds distributed pro rata in cash payments
to the Zimmer Biomet shareholders who otherwise would have received
fractional shares of ZimVie common stock.
No action is required by Zimmer Biomet shareholders to receive
the distributed shares of ZimVie common stock. An information
statement containing details regarding the distribution of ZimVie
common stock and ZimVie's business and management following the
consummation of the distribution will be mailed to Zimmer Biomet
shareholders prior to the Distribution Date. The distribution
of ZimVie common stock remains subject to the satisfaction or
waiver of customary conditions, as described in the information
statement.
There is no current market for ZimVie common stock.
"When-issued" trading of ZimVie common stock is expected to begin
on February 14, 2022, on NASDAQ,
under the symbol "ZIMVV." "Regular-way" trading of ZimVie
common stock is expected to begin on NASDAQ on March 1, 2022, under the symbol "ZIMV." The
"when-issued" trading market is a market for ZimVie common stock
that will be distributed to holders of Zimmer Biomet common stock
at 12:01 a.m. ET on March 1, 2022. Shareholders who own Zimmer
Biomet common stock at the close of business on the Record Date
will be entitled to ZimVie common stock distributed pursuant to the
distribution and may trade this entitlement to shares of ZimVie
common stock, without Zimmer Biomet common stock they own, on the
"when-issued" market.
Shares of Zimmer Biomet common stock will continue to trade
"regular-way" on the New York Stock Exchange ("NYSE") under the
symbol "ZBH" through and after the Distribution Date. Zimmer
Biomet expects that, beginning February 15,
2022, there will be two markets in Zimmer Biomet common
stock on the NYSE: "regular-way" under the symbol "ZBH" and
"ex-distribution" under the symbol "ZBH WI." Prior to the
Distribution Date, shares of Zimmer Biomet common stock that trade
in the "regular-way" market will trade with the right to receive
shares of ZimVie common stock on the Distribution Date.
Shares of Zimmer Biomet common stock that trade in the
"ex-distribution" market will trade without the right to receive
shares of ZimVie common stock on the Distribution Date.
Holders of Zimmer Biomet common stock are encouraged to
consult with their financial advisors regarding the specific
implications of selling Zimmer Biomet common stock on or before the
Distribution Date.
ZimVie will host a virtual Investor Day today, February 7, 2022, from 11:00 a.m. to approximately 2:00 p.m. Eastern Time. The virtual event
will feature presentations from ZimVie leaders outlining its Dental
and Spine offerings, addressable market opportunity, financial
outlook, business strategy and the broader organizations supporting
these businesses. The event will feature a live Q&A panel
following speaker presentations. A live and archived webcast
of the event can be accessed via Zimmer Biomet's Investor Relations
website at https://investor.zimmerbiomet.com.
About Zimmer Biomet
Zimmer Biomet is a global
medical technology leader with a comprehensive portfolio designed
to maximize mobility and improve health. We seamlessly transform
the patient experience through our innovative products and suite of
integrated digital and robotic technologies that leverage data,
data analytics and artificial intelligence.
With 90+ years of trusted leadership and proven expertise,
Zimmer Biomet is positioned to deliver the highest quality
solutions to patients and providers. Our legacy continues to come
to life today through our progressive culture of evolution and
innovation.
For more information about our product portfolio, our operations
in 25+ countries and sales in 100+ countries or about joining our
team, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter
at www.twitter.com/zimmerbiomet.
About ZimVie
ZimVie will focus on the dental and spine
markets and their respective growth drivers such as implants,
surgical tools, bone graft substitutes, spinal fusion implants,
non-fusion alternatives, and digital care management solutions.
"Zim" derives from Zimmer Biomet, the new company's roots — and
"Vie" is the French word for "life," symbolizing the future.
ZimVie's headquarters will be in Westminster, Colorado.
Website Information
We routinely post important
information for investors on our website, www.zimmerbiomet.com, in
the "Investor Relations" section. We use this website as a
means of disclosing material, non-public information and for
complying with our disclosure obligations under Regulation
FD. Accordingly, investors should monitor the Investor
Relations section of our website, in addition to following our
press releases, SEC filings, public conference calls, presentations
and webcasts. The information contained on, or that may be
accessed through, our website or any other website referenced
herein is not incorporated by reference into, and is not a part of,
this document.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including the
statements regarding our anticipated spin-off of 80.3% of the
outstanding shares of common stock of ZimVie, the retention or
divestiture by Zimmer Biomet of 19.7% of the outstanding shares of
common stock of ZimVie, including the respective timing thereof or
the tax-efficient nature thereof, the anticipated "when-issued"
trading of ZimVie common stock, the anticipated "ex-distribution"
trading of Zimmer Biomet common stock, the anticipated U.S. federal
income tax treatment of the distribution and any other statements
regarding events, developments, plans, intentions, strategies or
prospects. All statements other than statements of historical
or current fact are, or may be deemed to be, forward-looking
statements. Such statements are based upon the current
beliefs, expectations and assumptions of management and are subject
to significant risks, uncertainties and changes in circumstances
that could cause actual outcomes and results to differ materially
from the forward-looking statements. These risks,
uncertainties and changes in circumstances include, but are not
limited to: the effects of the COVID-19 global pandemic and
other adverse public health developments on the global economy, our
business and operations and the business and operations of our
suppliers and customers, including the deferral of elective
surgical procedures and our ability to collect accounts receivable;
the failure of vaccine rollouts and other strategies to mitigate or
reverse the impacts of the COVID-19 pandemic; the failure of
elective surgical procedures to recover at the levels or on the
timeline anticipated; the risks and uncertainties related to our
ability to successfully execute our restructuring plans; our
ability to attract, retain and develop the highly skilled employees
we need to support our business; the risks and uncertainties
associated with the planned spinoff of ZimVie, including, without
limitation, the significant expenses, time and efforts related to
implementing such transaction, the ability to complete the
transaction on our expected timeline or at all, the tax-free nature
of the transaction, possible disruptions in our relationships with
customers, suppliers and other business partners, and the
possibility that the anticipated benefits and synergies of the
transaction, strategic and competitive advantages of each company,
and future growth and other opportunities for each company will not
be realized within the expected time periods or at all; the success
of our quality and operational excellence initiatives, including
ongoing quality remediation efforts at our Warsaw North Campus
facility; the ability to remediate matters identified in
inspectional observations or warning letters issued by the U.S.
Food and Drug Administration (FDA), while continuing to satisfy the
demand for our products; the impact of substantial indebtedness on
our ability to service our debt obligations and/or refinance
amounts outstanding under our debt obligations at maturity on terms
favorable to us, or at all; the ability to retain the independent
agents and distributors who market our products; dependence on a
limited number of suppliers for key raw materials and outsourced
activities; the possibility that the anticipated synergies and
other benefits from mergers and acquisitions will not be realized,
or will not be realized within the expected time periods; the risks
and uncertainties related to our ability to successfully integrate
the operations, products, employees and distributors of acquired
companies; the effect of the potential disruption of management's
attention from ongoing business operations due to integration
matters related to mergers and acquisitions; the effect of mergers
and acquisitions on our relationships with customers, suppliers and
lenders and on our operating results and businesses generally;
challenges relating to changes in and compliance with governmental
laws and regulations affecting our U.S. and international
businesses, including regulations of the FDA and foreign government
regulators, such as more stringent requirements for regulatory
clearance of products; the outcome of government investigations;
competition; pricing pressures; changes in customer demand for our
products and services caused by demographic changes or other
factors; the impact of healthcare reform measures; reductions in
reimbursement levels by third-party payors and cost containment
efforts sponsored by government agencies, legislative bodies, the
private sector and healthcare purchasing organizations, including
the volume-based procurement process in China; dependence on new product development,
technological advances and innovation; shifts in the product
category or regional sales mix of our products and services; supply
and prices of raw materials and products; control of costs and
expenses; the ability to obtain and maintain adequate intellectual
property protection; breaches or failures of our information
technology systems or products, including by cyberattack,
unauthorized access or theft; the ability to form and implement
alliances; changes in tax obligations arising from tax reform
measures, including European Union rules on state aid, or
examinations by tax authorities; product liability, intellectual
property and commercial litigation losses; changes in general
industry and market conditions, including domestic and
international growth rates; changes in general domestic and
international economic conditions, including interest rate and
currency exchange rate fluctuations; and the impact of the ongoing
financial and political uncertainty on countries in EMEA on the
ability to collect accounts receivable in affected countries.
A further list and description of these risks and uncertainties and
other factors can be found in our Annual Report on Form 10-K for
the year ended December 31, 2020,
including in the sections captioned "Cautionary Note Regarding
Forward-Looking Statements" and "Item 1A. Risk Factors," and our
subsequent filings with the Securities and Exchange Commission
(SEC). Copies of these filings are available online at
www.sec.gov, www.zimmerbiomet.com or on request from us.
These factors should not be construed as exhaustive and should be
read in conjunction with the other cautionary statements that are
included in our filings with the SEC. Forward-looking
statements speak only as of the date they are made, and we
expressly disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers of this
press release are cautioned not to rely on these forward-looking
statements since there can be no assurance that these
forward-looking statements will prove to be accurate. This
cautionary note is applicable to all forward-looking statements
contained in this press release.
Media
|
Investors
|
Meredith
Weissman
|
Keri Mattox
|
(703)
346-3127
|
(215)
275-2431
|
meredith.weissman@zimmerbiomet.com
|
keri.mattox@zimmerbiomet.com
|
|
|
|
Ezgi Yagci
|
|
(617)
549-2443
|
|
ezgi.yagci@zimmerbiomet.com
|
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SOURCE Zimmer Biomet Holdings, Inc.