Zimmer Biomet stockholders will receive one share of ZimVie common stock for every 10 shares of Zimmer Biomet common stock they own on the Record Date as a consequence of the dividend. Zimmer Biomet will retain 19.7% of the outstanding shares of ZimVie common stock following the dividend, which ZBH expects to dispose after the separation in a manner that is tax-effective.
ZBH shareholders will not get fractional shares of ZimVie common stock. Instead, the fractional shares of ZimVie common stock will be combined and sold on the open market, with the profits dispersed pro rata in cash payments to ZBH stockholders who would have received fractional shares of ZimVie common stock otherwise. ZBH stockholders do not need to take any action in order to receive the ZimVie common stock that has been distributed. Prior to the Distribution Date, ZBH stockholders will receive an information statement including details on the distribution of ZimVie common shares, as well as ZimVie’s business and management after the distribution is completed. The distribution of ZimVie common shares is still subject to the fulfillment or waiver of the information statement’s normal requirements.
The “when-issued” trading market is a market for ZimVie common stock that will be distributed to holders of ZBHâ€™s common stock at 12:01 a.m. on February 14, 2022, on the NASDAQ, under the symbol “ZIMVV.” The “regular-way” trading market is a market for ZimVie common stock that will be distributed to holders of ZBHâ€™s common stock on March 1, 2022, on the NASDAQ, under the symbol “ZIMV.” On March 1, 2022, at 8:00 a.m. ET, Shareholders who own ZBHâ€™s common stock at the close of business on the Record Date will be entitled to ZimVie common stock distributed pursuant to the distribution and will be able to trade their entitlement to ZimVie common stock on the “when-issued” market, even if they do not own Zimmer Biomet common stock.
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