Full Press Release Details
Monogram Technologies Acquisition by Zimmer Biomet
Frequently Asked Questions for Monogram Technologies Investors
This document provides
general answers to some common questions that stockholders of Monogram Technologies may have in connection with its proposed acquisition
by Zimmer Biomet. In connection with the proposed transaction, Monogram intends to file relevant materials with the SEC, including preliminary
and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Monogram's
stockholders in connection with the proposed transaction. Investors and stockholders are encouraged to read the statements at the
end of this FAQ which provide information as to how investors and stockholders may obtain free copies of the definitive proxy statement
(when it is available) and other related documents.
Monogram announced it will be acquired by Zimmer
Biomet. In connection with the consummation of the proposed transaction, each common share of Monogram will be cancelled and automatically
converted into the right to receive cash and a Contingent Value Right (CVR).
When will the merger close?
Expected in the second half of 2025. This is based
on, among other things, Zimmer Biomet's and Monogram's current views of the timing required to obtain necessary regulatory
and Monogram stockholder approval.
What will I receive for my Monogram shares?
Upon the consummation of the proposed transaction,
each outstanding Monogram common share will be cancelled and automatically converted into the right to receive:
in each case, unless you have properly exercised,
perfected and not validly withdrawn or otherwise lost your appraisal rights under the Delaware General Corporation Law (DGCL) with respect
to such shares of Company common stock, and certain other conditions under the DGCL are satisfied (as will be described in more detail
in the definitive proxy statement).
What exactly is a CVR?
A CVR is a contractual right to receive additional
payments if certain commercial, regulatory or revenue-based milestones are met. It's not tradeable or transferable (except under
very limited conditions outlined in the CVR Agreement). The CVRs will not have any voting or dividend rights and will not represent any
equity or ownership interest in Monogram, Zimmer Biomet or any of their respective affiliates.
Will I get a certificate for my CVRs?
No. CVRs are not certificated; your rights are
recorded electronically. No physical certificate will be issued. A Rights Agent will be appointed by Zimmer Biomet to manage the electronic
list of holders and future cash payments (if any).
Do the CVRs provide guaranteed payments?
No, payments (if any) pursuant to the CVRs are
entirely contingent upon the achievement of specific milestones. There is no guarantee these milestones will be met or that payments will
What milestones trigger CVR payments?
Zimmer Biomet will pay additional amounts upon
the achievement (if at all) by the combined company of certain commercial, regulatory or revenue-based milestones after closing. Potential
payments range from $1.04 up to $3.43 per CVR, depending upon the milestone achieved. As stated above however, there is no guarantee that
these payments will occur.
For a summary of the possible CVR payments, please
refer to the Form 8-K filed by Monogram with the SEC on July 14, 2025 at the SEC's web site at Inline Viewer: Monogram Technologies Inc. 8-K 2025-07-11
Do I need to take any immediate action with
my Monogram shares to receive the cash and CVRs that are issuable upon consummation of the transaction?
No, if you hold your shares in book-entry form/DRS
with Monogram's Transfer Agent, Equity Stock Transfer, after consummation of the proposed transaction you will receive instructions
detailing how to exchange your shares for cash and CVRs.
What if I hold my shares in "street
name" at a bank or brokerage firm instead of directly with Monogram's Transfer Agent?
Your brokerage firm will handle the exchange but
you should speak with your representative at the brokerage firm to confirm that they have all of your required information.
Can I still sell my shares before the merger
Yes, Monogram shares will continue trading on
Nasdaq until the merger closes. You can sell any time before then at the prevailing market prices.
What happens if I sell my shares before
If you sell before closing, you will receive the
cash proceeds of such sale but will lose the right to future CVR payments and the $4.04 per share cash payout from Zimmer Biomet.
How do I vote my shares?
You will receive a proxy statement with voting
instructions in approximately 1-2 months. Follow the voting instructions included in those materials carefully to ensure your vote is
Will Monogram continue trading after closing?
No. Following closing of the proposed transaction,
Monogram will be delisted from Nasdaq, all outstanding shares of Monogram will be automatically cancelled in exchange for the merger consideration,
and Monogram will become a wholly-owned subsidiary of Zimmer Biomet.
Who do I contact with questions?
Contact Equity Stock Transfer (the Transfer Agent)
or Monogram Technologies directly through the investor relations contact provided below.
Equity Stock Transfer
Executive Vice President
Direct: 949-4791-8235
If your bank or broker holds your shares of Monogram,
you should also call your bank or broker for additional information.
Cautionary Statement
Regarding Forward-Looking Statements
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Zimmer Biomet
and Monogram, which involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate,"
"believe," "continue," "could," "intend," "may," "plan," "potential,"
"predict," "should," "will," "expect," "are confident that," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort," "target,"
"would" or the negative of these terms or other comparable terms. Forward-looking statements in this release include, among
other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; plans, objectives,
beliefs, expectations and intentions of the board of directors of Zimmer Biomet, Zimmer Biomet management, the board of directors of Monogram and Monogram management;
the financial condition, results of operations and businesses of Zimmer Biomet and Monogram; the possibility that the milestones
associated with the contingent value rights are achieved in part or at all; and the anticipated timing of closing of the proposed transaction.
These forward-looking
statements are based on certain assumptions and analyses made by Zimmer Biomet and Monogram in light of Zimmer Biomet's and Monogram's
experience and Zimmer Biomet's and Monogram's perception of historical trends, current conditions and expected future developments,
as well as other factors Zimmer Biomet and Monogram believe are appropriate in the circumstances. These forward-looking statements
also are based on the current expectations and beliefs of the respective managements of Zimmer Biomet and Monogram and are
subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of
the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in the anticipated
timeframe or at all, including uncertainties as to whether the stockholders of Monogram will approve the proposed transaction
and the possibility that the proposed transaction does not close; (ii) risks related to the possibility that competing offers or
acquisition proposals for Monogram will be made; (iii) the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances
which would require Monogram to pay a termination fee; (iv) risks related to the ability to realize the anticipated