| Item 7.01. | Regulation FD Disclosure. |
ZimVie Inc. (the “Company”), a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form 10 (File No. 001-41242) (as amended, the “Registration Statement”) relating to the separation of Zimmer Biomet’s spine and dental businesses (the “Separation”) through the distribution by Zimmer Biomet of 80.3% of the outstanding shares of Company common stock to Zimmer Biomet’s stockholders (the “Distribution”). The Registration Statement includes a preliminary information statement that describes the Separation and the Distribution and provides information regarding the Company’s business and management. The final information statement, dated February 7, 2022 (the “Information Statement”), is attached hereto as Exhibit 99.1. On or about February 15, 2022, Zimmer Biomet began mailing the Information Statement to its stockholders of record at the close of business on February 15, 2022 (the “Record Date”).
As further described in the Information Statement, following completion of the Separation, Zimmer Biomet expects to distribute one share of Company common stock for every ten shares of Zimmer Biomet common stock held at the close of business on the Record Date. Zimmer Biomet stockholders will receive cash in lieu of fractional shares of Company common stock. Subject to the satisfaction or waiver of the conditions to the Distribution, which are described in the Information Statement, the Distribution is expected to occur at 12:01 a.m., Eastern Time on March 1, 2022.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements with respect to the potential separation of the Company from Zimmer Biomet and the distribution of Company common stock to Zimmer Biomet’s stockholders. Forward-looking statements may be identified by the use of forward-looking terms such as “intends,” “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could” and similar expressions or the negatives of such terms or other variations on such terms or comparable terminology. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements, including risks that the Separation and the Distribution are not consummated on the anticipated terms, if at all. For a list and description of some of such risks, uncertainties and changes in circumstances, see the Company’s filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, since, while management believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this Current Report on Form 8-K.
