Monogram Technologies (MGRM) Proxy Filing summary

Executive summary

• A special meeting will be held virtually for common stockholders to vote on a proposed merger with Zimmer Biomet Holdings, Inc., where Monogram Technologies will become a wholly-owned subsidiary of Zimmer Biomet and its shares will be delisted from Nasdaq.

• Each share of common stock will be converted into $4.04 in cash plus a non-tradeable contingent value right (CVR) with potential milestone payments up to $12.37 per share, subject to specific regulatory and revenue achievements through 2030.

• The board unanimously recommends voting in favor of the merger, citing strategic, financial, and operational benefits, and has received a fairness opinion from Wells Fargo Securities.

• If the merger is not consummated, Monogram will remain independent, but may owe an $11 million termination fee to Zimmer Biomet under certain conditions.

Voting matters and shareholder proposals

• Stockholders will vote on (1) the adoption of the merger agreement and (2) the adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of outstanding common shares; abstentions and non-votes count as votes against.

• Certain major stockholders have entered into voting agreements to support the merger.

• Preferred stockholders do not have voting rights on these proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including a market check with other potential acquirers, and determined Zimmer Biomet's offer was superior.

• Directors and officers have entered into voting agreements and, in some cases, post-merger employment or severance arrangements.

• The board retains the right to change its recommendation under certain circumstances, such as a superior offer.