Zimmer Biomet Announces Intent To Spin Off Spine & Dental Businesses

February 8, 2021 at 10:59 p.m.
Zimmer Biomet Announces Intent To Spin Off Spine & Dental Businesses
Zimmer Biomet Announces Intent To Spin Off Spine & Dental Businesses

By Staff Report-

Zimmer Biomet announced Friday its plans to combine its spine and dental businesses and form a new independent, publicly traded company, NewCo.

The planned transaction will enhance the focus of both Zimmer Biomet and NewCo to meet the needs of patients and customers and is expected to achieve faster growth and deliver greater value for all stakeholders, according to the press release.

"As part of the third phase of ZB's ongoing transformation, we are changing the complexion of our business through active portfolio management in order to accelerate growth and drive value creation," said Bryan Hanson, president and CEO of Zimmer Biomet. "For Zimmer Biomet, the transaction is an important step toward shifting our portfolio mix to higher-growth markets where we have a clear path to leadership and right to win. We believe NewCo will thrive as an independent company with prioritized capital allocation to pursue strategic growth opportunities and investment strategies in the large and growing Spine and Dental markets. This planned transaction underscores our commitment to ensuring our long-term priorities remain aligned with shareholders' best interests as we drive the business forward to meet customer needs and advance our mission to alleviate pain and improve the quality of life for people around the world."

The planned tax-efficient spin-off of NewCo is expected to create value for all stakeholders by achieving the following key goals:

• Create a stronger growth profile for each company with enhanced management focus, while better aligning resources and processes more directly with the strategic priorities of each business.

• Improve capital allocation based on the objectives of each independent company.

• Reduce complexity and improve operating efficiencies.

• Provide each company with a compelling financial profile that more accurately reflects the strengths and opportunities of each business and as a result, offers investors a more targeted investment opportunity.

Zimmer Biomet expects the spin-off to result in an improved financial profile, according to the press release.

The Company delivered 2019 and 2020 pro forma revenue totaling $6.96 billion and $6.128 billion, respectively. The transaction is expected to be accretive to revenue growth by approximately 50 basis points over the course of the company's five-year strategic planning period, accelerate adjusted earnings per share growth and expand the company's adjusted EBITDA and operating margins by approximately 125 basis points on a pro forma basis, making its adjusted margin profile compelling among med tech companies.

NewCo's 2019 and 2020 pro forma revenue totaled approximately $1.022 billion and $897 million, respectively, supported primarily by a broad geographic revenue base, with meaningful exposure for enhanced revenue growth and margin expansion coming from both established and emerging markets. NewCo is expected to benefit from free cash flow diversification and a capital structure supportive of innovation and investment. The Spine and Dental platforms will provide flexibility to pursue multiple avenues to accelerate growth and operating margins. The planned transaction will also position NewCo to commercialize key new product launches and existing product offerings with a focused execution strategy for each geography in which it operates. NewCo is expected to drive innovation and extend its competitiveness through product and technology enhancements fueled by optimized resource allocation and targeted deployment, enabling it to meet customer needs more directly.  

Hanson will continue to lead Zimmer Biomet as its president and CEO. The search for a NewCo CEO is in its final stages. The NewCo Board of Directors, management and headquarters will be announced as they are finalized.

Zimmer Biomet is targeting completion of the spin-off in mid-2022.

Zimmer Biomet announced Friday its plans to combine its spine and dental businesses and form a new independent, publicly traded company, NewCo.

The planned transaction will enhance the focus of both Zimmer Biomet and NewCo to meet the needs of patients and customers and is expected to achieve faster growth and deliver greater value for all stakeholders, according to the press release.

"As part of the third phase of ZB's ongoing transformation, we are changing the complexion of our business through active portfolio management in order to accelerate growth and drive value creation," said Bryan Hanson, president and CEO of Zimmer Biomet. "For Zimmer Biomet, the transaction is an important step toward shifting our portfolio mix to higher-growth markets where we have a clear path to leadership and right to win. We believe NewCo will thrive as an independent company with prioritized capital allocation to pursue strategic growth opportunities and investment strategies in the large and growing Spine and Dental markets. This planned transaction underscores our commitment to ensuring our long-term priorities remain aligned with shareholders' best interests as we drive the business forward to meet customer needs and advance our mission to alleviate pain and improve the quality of life for people around the world."

The planned tax-efficient spin-off of NewCo is expected to create value for all stakeholders by achieving the following key goals:

• Create a stronger growth profile for each company with enhanced management focus, while better aligning resources and processes more directly with the strategic priorities of each business.

• Improve capital allocation based on the objectives of each independent company.

• Reduce complexity and improve operating efficiencies.

• Provide each company with a compelling financial profile that more accurately reflects the strengths and opportunities of each business and as a result, offers investors a more targeted investment opportunity.

Zimmer Biomet expects the spin-off to result in an improved financial profile, according to the press release.

The Company delivered 2019 and 2020 pro forma revenue totaling $6.96 billion and $6.128 billion, respectively. The transaction is expected to be accretive to revenue growth by approximately 50 basis points over the course of the company's five-year strategic planning period, accelerate adjusted earnings per share growth and expand the company's adjusted EBITDA and operating margins by approximately 125 basis points on a pro forma basis, making its adjusted margin profile compelling among med tech companies.

NewCo's 2019 and 2020 pro forma revenue totaled approximately $1.022 billion and $897 million, respectively, supported primarily by a broad geographic revenue base, with meaningful exposure for enhanced revenue growth and margin expansion coming from both established and emerging markets. NewCo is expected to benefit from free cash flow diversification and a capital structure supportive of innovation and investment. The Spine and Dental platforms will provide flexibility to pursue multiple avenues to accelerate growth and operating margins. The planned transaction will also position NewCo to commercialize key new product launches and existing product offerings with a focused execution strategy for each geography in which it operates. NewCo is expected to drive innovation and extend its competitiveness through product and technology enhancements fueled by optimized resource allocation and targeted deployment, enabling it to meet customer needs more directly.  

Hanson will continue to lead Zimmer Biomet as its president and CEO. The search for a NewCo CEO is in its final stages. The NewCo Board of Directors, management and headquarters will be announced as they are finalized.

Zimmer Biomet is targeting completion of the spin-off in mid-2022.
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