Paragon 28’s $1.2 Billion Acquisition by Zimmer Biomet

On January 28, 2025, Paragon 28, Inc. (“Paragon 28”), a leading medical device company focused on the foot and ankle orthopedic segment, and Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a global medical technology leader, announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of common stock of Paragon 28 for an upfront payment of $13.00 per share in cash, corresponding to an equity value of approximately $1.1 billion and an enterprise value of approximately $1.2 billion. Paragon 28 shareholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. Cravath is representing Paragon 28 in connection with the transaction.

The Cravath team is led by partners Minh Van Ngo and Andrew M. Wark and includes associates Evan S. Gabor, Asiya Jaffer and Laura Serban and foreign associate attorney Nita Rautakoski on M&A matters; partner J. Leonard Teti II and associates Megan Samayoa and Frederick Schemel on tax matters; partner Amanda Hines Gold and associate Molly E. Nichols on executive compensation and benefits matters; partner David J. Kappos and associate Albert Wong on intellectual property matters; partner Margaret T. Segall and senior attorney John F. Kendrick on antitrust matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters. Jesse A. Shulman also worked on M&A matters; Keanna N. Joseph worked on executive compensation and benefits matters; and Pierre Schlaefli worked on intellectual property matters.