21 December 2023

---

ZimVie Announces Definitive Agreement to Sell Spine Business

---

ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm.

ZimVie intends to use the after-tax proceeds to reduce debt, in line with the company’s stated capital allocation priorities. The deal is anticipated to be accretive to ZimVie’s revenue growth rate, EBITDA margin, and cash flow conversion rate by enabling the company to streamline operations and sharpen its focus as a well-positioned, pure-play dental company in higher-growth end markets.

“We are pleased to reach an agreement with H.I.G. Capital for the strategic sale of our core spine, motion preservation, and EBI Bone Healing portfolio and services. Our spine business possesses an innovative portfolio, and is well positioned to continue to improve under this new ownership. Similarly, this transaction provides the capital to fund go-forward growth for dental’s commercial and innovation platforms while reducing ZimVie’s leverage profile,” said Vafa Jamali, president and CEO. “This transaction is intended to create a leaner, more focused ZimVie with a leading position in attractive and growing global dental markets.”

“We would also like to thank all of our employees globally. Our teams have made tremendous contributions to transforming and improving our business profile, and these actions continue today,” Mr. Jamali added.

“The ZimVie spine business has a solid foundation with a market-leading product portfolio, strong surgeon satisfaction and exceptional patient outcomes,” said Mike Gallagher, managing director at H.I.G. Capital. “We see a tremendous opportunity to partner with the spine leadership team to support best-in-class innovation and robust commercial execution. The combination of H.I.G.’s expertise in the medical device space and the capabilities of ZimVie spine management will create an innovation engine for distributors, surgeons and patients.”

Terms of the Agreement

Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprising $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi-annually, payable in kind. The transaction has been approved by ZimVie’s Board of Directors and is expected to close in the first half of 2024, subject to the satisfaction or waiver of certain closing conditions, including the receipt of required regulatory approvals.

Centerview Partners is serving as the exclusive financial advisor, and Cravath, Swaine & Moore LLP is serving as the legal advisor to ZimVie. McDermott Will & Emery LLP is serving as the legal advisor to H.I.G. Capital.

About ZimVie

ZimVie is a global life sciences leader in the dental and spine markets that develops, manufactures, and delivers a comprehensive portfolio of products and solutions designed to treat a wide range of spine pathologies and support dental tooth replacement and restoration procedures. The company was founded in March 2022 as an independent, publicly traded spin-off of the Dental and Spine business units of Zimmer Biomet to breathe new life, dedicated energy, and strategic focus into its portfolio of trusted brands and products.

Source:  www.ZimVie.com