ZimVie acquired by ARCHIMED: fairness opinion by Centerview Partners
Deal terms
Implied value per share by method vs. $19.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Centerview Partners to the target board
Discounted cash flow assumptions
Discounted to present value as of June 30, 2025 using mid-year convention; added cash of $70 million and $68 million book value of promissory note from spine business sale, subtracted debt of $221 million.
Selected public companies (5)
Align Technology, Inc. · DENTSPLY SIRONA Inc. · Envista Holdings Corporation · Henry Schein, Inc. · Straumann Group
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2025E Adj. EBITDA | 6.8x | 11.0x | 19.6x | 7.0x–9.0x | $14.00–$18.75 |
Selected precedent transactions (5)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2024-12 | Patterson Companies, Inc. | Patient Square Capital | 9.9x TV/LTM Adj. EBITDA |
| 2024-08 | Vantive | The Carlyle Group Inc. | 8.8x TV/LTM Segment Operating Income (Baxter kidney care segment) |
| 2021-09 | KaVo Treatment Unit & Instrument Business of Envista Holdings Corporation | Planmeca Oy | 6.4x TV/LTM Adj. EBITDA |
| 2018-04 | Analogic Corporation | Altaris Capital Partners, LLC | 11.3x TV/LTM Adj. EBITDA |
| 2018-02 | Zest Dental Solutions | BC Partners | 11.2x TV/LTM Adj. EBITDA |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| TV / LTM Adj. EBITDA | 6.4x | 9.9x | 11.3x | 9.0x–11.0x | $17.00–$21.25 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Precedent Premia Paid Analysis (reference only) | Premia in transactions since 2020 with transaction value between $500 million and $1.5 billion; applied premium range of 25% to 65% (25th to 75th percentile) to the $8.44 closing price on July 18, 2025. | $10.50–$14.00 |
| Historical Stock Trading Price Analysis (reference only) | 52-week period ended July 18, 2025 low and high closing prices. | $8.28–$21.95 |
| Analyst Price Target Analysis (reference only) | Price targets in four publicly available Wall Street research analyst reports. | $9.00–$16.00 |
| Additional precedent multiples (reference only) | TV/LTM Adj. EBITDA multiples implied by KKR & Co. Inc.'s January 2025 strategic investment in Henry Schein, Inc. and Peak Rock Capital's April 2024 acquisition of HuFriedyGroup ranged from 8.1x to 11.2x. | — |
Aggregate fee of $20 million; $7.5 million payable upon rendering of opinion and $12.5 million contingent on consummation. Centerview received between $5 and $10 million from the Company in the prior two years, including for the 2024 sale of the spine business to H.I.G. Capital.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $478M | $497M | $518M | $541M | $566M | 4.3% |
| Revenue growth | 5.6% | 4.0% | 4.2% | 4.4% | 4.6% | |
| EBITDA | $86.0M | $98.0M | $107M | $115M | $123M | 9.4% |
| EBITDA growth | 27.4% | 14.0% | 9.2% | 7.5% | 7.0% | |
| EBITDA margin | 18% | 20% | 21% | 21% | 22% | |
| Implied EV / EBITDA | 8.5x | 7.4x | 6.8x | 6.3x | 5.9x |
Year-1 growth is against LTM at announcement ($453M revenue, $67.5M EBITDA); later years are year over year.
Management prepared nonpublic unaudited Financial Forecasts for fiscal years 2025 through 2030, first reviewed by the Board on April 3, 2025 and the only forecast approved for Centerview's use. Revenue grows from $460 million in 2025E to $566 million in 2030E; Adjusted EBITDA from $72 million in 2025E to $123 million in 2030E; Unlevered Free Cash Flow from $4 million in 2025E to $68 million in 2030E. The forecasts assume the Company continues as a standalone company and exclude merger impacts.
Process notes
Other Medical Devices and Supplies fairness opinions
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- LENSAR / Alcon 2025
- Nevro / Globus Medical 2025
- Inari Medical / Stryker 2025
- Integer / KKR 2026 · 14.6x EV/EBITDA
- Sanara MedTech / MiMedx Group 2026 · 20.6x EV/EBITDA
All Medical Devices and Supplies opinions → · Centerview Partners opinions