| 2025-08-28 |
股东大会：
将于2025-09-30召开股东大会
会议内容 ▼▲
- 1.To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 11, 2025 (which we refer to as the “original merger agreement”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025 (we refer to the original agreement merger, as amended, as the “merger agreement”), by and among the Company, Zimmer Biomet Holdings, Inc. (which we refer to as “Zimmer Biomet”), a Delaware corporation, Honey Badger Merger Sub, Inc. (which we refer to as “Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Zimmer Biomet, pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (which we refer to as the “merger”), with the Company continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Zimmer Biomet. We refer to this proposal as the “merger agreement proposal”.
2.To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement, which proposal we refer to as the “adjournment proposal”.
3.To consider and vote on the merger agreement proposal;
4.To consider and vote on the adjournment proposal.
5.The Company shall not postpone, recess or adjourn the Company Stockholders Meeting without the prior written consent of Parent; provided that the Company may postpone, recess or adjourn such meeting in its sole discretion (i) to the extent required by applicable Legal Requirements, the certificate of incorporation or bylaws of the Company, or the rules of Nasdaq, (ii) to allow reasonable additional time to solicit additional proxies if, as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain the Company Stockholder Approval, (iii) if, as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Legal Requirements and for such supplemental or amended disclosure to be disseminated and reviewed by the stockholders of the Company prior to the Company Stockholders Meeting to the extent so determined to be necessary; provided, further, that (other than pursuant to clause (i) above) the Company shall not postpone or adjourn the Company Stockholders Meeting more than a total of three times, and no such postponement or adjournment pursuant to the immediately preceding sentence shall be, without the prior written consent of Parent, for a period exceeding ten business days or to a date that is fewer than five business days prior to the End Date; provided, further, that, during such postponement or adjournment, the Company shall use its commercially reasonable efforts to resolve the reason for such postponement or adjournment as promptly as practicable. Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Legal Requirements, adjourn the Company Stockholders Meeting to a date reasonably specified by Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain the Company Stockholder Approval; provided, that the Company shall not be required to adjourn the Company Stockholders Meeting more than two times pursuant to this sentence, and no such adjournment pursuant to this sentence shall be required to be for a period exceeding ten business days. In connection with the foregoing, the Company shall (i) file the definitive Proxy Statement with the SEC and cause the definitive Proxy Statement to be mailed to the holders of shares of Company Stock as of the record date established for the Company Stockholders Meeting as reasonably promptly as practicable after the SEC Clearance Date. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Legal Requirements, the certificate of incorporation or bylaws of the Company or the rules of Nasdaq. Unless the Board of Directors shall have made a Company Adverse Change Recommendation in compliance with Section 5.1, the Company shall use reasonable best efforts to obtain the Company Stockholder Approval, including to solicit proxies in favor of the adoption of this Agreement. Unless this Agreement is terminated in accordance with Section 7.1, the Company shall submit this Agreement to the holders of shares of Company Common Stock at the Company Stockholders Meeting even if the Board of Directors shall have made a Company Adverse Change Recommendation or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, provide Parent updates on a timely basis (including, to the extent received from the Company’s proxy solicitor, at least daily on each of the last ten business days prior to the date of the Company Stockholders Meeting) as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder Approval. Without the prior written consent of Parent, the adoption of this Agreement and a nonbinding advisory vote on compensation matters shall be the only matters (other than related procedural matters) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. Unless this Agreement is terminated in accordance with Section 7.1, the Company agrees that it shall not submit to the vote of the stockholders of the Company any Acquisition Proposal (whether or not a Superior Offer) prior to the vote of the Company’s stockholders with respect to the Merger at the Company Stockholders Meeting.
6.To approve the adoption of the Rgreement and Plan of Merger, dated as of Zuly 11, 2025, by and among the Company, “immer Biomet Holdings, Inc. (”“immer Biometz), and Honey Badger Merger Sub, Inc. (”Merger Subz), pursuant to which and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the ”mergerz), with the Company continuing as the surviving corporation in the merger and a wholly-owned subsidiary of “immer Biomet.Jor Rgainst RbstainThe Board of Directors recommend that you vote For on Proposal 1
7.To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insu[cient votes at the special meeting to adopt the merger agreement.Jor Rgainst RbstainNote: In their discretion, the named proxies are authoriGed to vote on any other business that is properly brought before the Special meeting or any adjournment or postponement thereof.This proxy, when properly executed will be voted in the manner directed herein. If no such direction is made, this proxy will be voted JAW Proposal 1 and JAW Proposal 2.
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