NEWSFor Release: 7:00 a.m. ET
Zimmer Contacts:Media
Jim Gill
574-371-1984
jim.gill@zimmer.com

Investors
Robert J. Marshall Jr.
574-371-8042
robert.marshall@zimmer.com

Biomet Contacts:
Media
Investors
Bill Kolter
Pat Richardson574-372-1535
574-372-3941
bill.kolter@biomet.com pat.richardson@biomet.com

Zimmer Holdings, Inc. to Combine with Biomet, Inc.
in Transaction Valued at $13.35 Billion•

Creates Leading Musculoskeletal Innovator to Shape Solutions for Evolving
Healthcare Industry•

Double-Digit Accretion to Zimmer’s Adjusted Diluted Earnings Per Share in First
Year•

Zimmer to Host Conference Call at 8:00 AM ET Today(WARSAW, IN)

April 24, 2014 – Zimmer Holdings, Inc. (NYSE and SIX: ZMH)(“Zimmer” or the “Company”) and Biomet, Inc.’s parent company (“Biomet”) today
announced that their respective Boards of Directors have approved a definitive
agreement under which Zimmer will acquire Biomet in a cash and stock transaction
valued at approximately $13.35 billion, including the assumption of net debt.

Thetransaction, which is subject to customary closing conditions and regulatory approvals,
is expected to close in the first quarter of 2015.

The merger of Zimmer and Biomet will position the combined company as a leader in
the $45 billion musculoskeletal industry and is aligned with Zimmer’s strategic
framework, which focuses on growth, operational excellence and prudent capital
allocation. The combined company is expected to deliver attractive growth by offering amore comprehensive and scalable portfolio of solutions with enhanced cross-selling
opportunities. In addition, the combined company is expected to advance innovation tobenefit healthcare stakeholders, and stockholders are expected to benefit from a morediversified and predictable revenue mix consistent with the comprehensive portfolio.
Upon closing, the transaction is expected to be double-digit accretive to Zimmer’s
adjusted diluted earnings per share in the first year. Cash flows from operations are
expected to increase by 1.5 times Zimmer’s stand-alone estimates.

“This is a milestone combination that brings together two highly complementaryorganizations and is consistent with our mission to lead the industry in delivering value
to healthcare providers, their patients and stockholders,” said David Dvorak, Zimmer
President and CEO. “The transaction positions the combined company as a leader inthe musculoskeletal industry with a broad portfolio of products, technologies andservices, enabling us to help shape how solutions are developed and delivered. We
believe that current demographic and macroeconomic trends affecting the healthcare
industry will reward companies that successfully partner with other key stakeholders to
improve patient care in a cost-effective manner. Together with Biomet we will expand
the scope of our innovation programs and will enhance our efforts to provide integrated
services and comprehensive solutions that address the needs of our customers. At thesame time, we believe that this merger will further support our long-term growth andstockholder value creation strategies.”

Mr. Dvorak continued, “This combination is about achieving growth and cultivating bestin-class solutions. We have a great deal of respect for what the management team andemployees have accomplished at Biomet, and we are confident in their ability to be avery important part of the combined organization as we bring our two world-classcompanies together and cement Warsaw, Indiana as the musculoskeletal innovation
capital of the world. Both companies share a common set of values and a track recordof success integrating acquisitions, which gives me great confidence that we willachieve a smooth transition and capitalize on the opportunity to create a new company
that is comprised of the best of Zimmer and Biomet. We look forward to combining thestrengths of both teams to restore mobility, alleviate pain and improve the quality of life
for patients around the world.”

Jeffrey R. Binder, Biomet’s President and Chief Executive Officer, said, “Thecombination with Zimmer will prepare us to compete as a stronger entity in the medical
device industry of the future. Our combined scale will extend the reach and influencewith which we pursue our common passion:delivering products and services that

benefit our customers and the patients we ultimately serve. Biomet and Zimmer share a
36-year history of mutual respect.

Both companies are deeply rooted in thecommunities in which we operate and believe that we can only be successful inbusiness if we are successful in helping healthcare providers improve the lives ofpatients.

We are equally committed to delivering quality products and outstanding

clinical results and to legal and ethical behavior in the markets where we do business.
And as companies focused almost exclusively in the musculoskeletal industry, we are
passionate about orthopaedics and the related medical technology markets that weserve.”

Mr. Binder continued, “Biomet and Zimmer are blessed with talented team members
and independent sales people who are dedicated to their companies and to theircustomers. With today’s announcement we are now additionally committed to blending
and maximizing the best of our combined talents, capabilities, technologies and cultures
to bring to life a great new company.”

Strategic and Financial Benefits of the Transaction

Zimmer and Biomet believe that the merger positions the combined company forenhanced innovation opportunities, consistent with Zimmer’s value creation framework.
The complementary nature of the two businesses adds diversity and scale acrossvarious geographies and product categories.
•

A more comprehensive portfolio of solutions and commitment toinnovation: Zimmer and Biomet share a commitment to delivering innovative,

cost-effective solutions to address the healthcare system’s unmet needs. The
combined company will offer an even broader range of personalized solutions
that benefit providers, surgeons and their patients.

Through its integrated

business model, the combined company will be positioned to enhance the value
chain for its stakeholders.
•

Musculoskeletal diversification and scalable platforms:

Given thecomplementary nature of the portfolios, the combined company will offer agreater depth and breadth of musculoskeletal solutions to improve clinicaloutcomes and patient satisfaction levels.

The combination will enhanceenterprise diversification with broader franchises in the Knee, Hip, Surgical,
Spine and Dental categories, as well as in the faster-growing Sports Medicine,
Extremities and Trauma categories.
•

Global distribution channels and cross-selling opportunities: Both Zimmer
and Biomet have proven teams of talented and experienced employees andsales representatives who have strong customer relationships and arecommitted to medical training and education.

Zimmer and Biomet expect toleverage complementary sales channels in major markets to achieve crossselling opportunities, while also strengthening their presence in emerging
markets through the combination. The combined company’s broader portfolio is
expected to help its sales force to be more effective in all geographies,
increasing its ability to help physicians and healthcare systems improve patient
outcomes in a cost-effective manner.
•

Stronger financial profile and solid earnings accretion: The 2013 combined
calendar year revenues of Zimmer and Biomet total approximately $7.8 billion,
with combined adjusted EBITDA of $2.8 billion. The transaction is expected to
be double-digit accretive to Zimmer’s adjusted diluted earnings per share in thefirst year following the closing.

Zimmer also expects to achieve net annualsynergies of approximately $270 million by the third year following the closing of
the transaction, with approximately $135 million anticipated in the first year.

•Strong balance sheet and cash flow generation: The combined company is
expected to generate cash flow from operations of more than 1.5 times Zimmer’s
stand-alone financials. In addition, Zimmer expects the strong cash flow toenhance the combined company’s future financial flexibility and allow Zimmer tomaintain a stable dividend of 15 to 20 percent of net income following the closingof the transaction. Finally, the combined company will be disciplined in how it
uses investor capital. Zimmer is committed to repaying outstanding debt.

Headquarters and Management
The combined company will continue to be headquartered in Warsaw, Indiana, maintainregional offices around the world and is anticipated to preserve a long-term commitment
to its talented team members. Upon completion of the transaction, David Dvorak will be
President and Chief Executive Officer of the combined company. In conjunction withthe closing of the transaction, two representatives of Biomet’s principal stockholders will
join the combined company’s Board, which will be expanded accordingly. Zimmer andBiomet have highly recognizable and well respected names, and following the closing,
the combined company will conduct business under a consolidated name that willleverage the strengths of both brands.

Financing
The transaction is valued at $13.35 billion and consists of a combination of cash andcommon stock. Zimmer will pay $10.35 billion in cash and will also issue to Biomet’s
equity holders an aggregate number of shares of Zimmer common stock valued at $3.0
billion. The cash portion will be funded by existing cash on hand, as well as proceeds
obtained from a newly committed $3.0 billion senior unsecured term loan and newly
issued senior notes. Zimmer has entered into a fully executed 364-day bridge facility,
which it intends to reduce with the issuance of permanent financing.

In addition,

Zimmer expects to refinance certain of its debt as part of the transaction, including its
existing $250 million notes due 2014 and bank debt outstanding, as well as certain
Biomet debt. Zimmer believes that the strong cash flow resulting from the combination

will allow it to pay down debt. The Company expects to maintain its investment gradecredit ratings.

At closing, Zimmer stockholders are expected to own approximately 84 percent of the
combined company, and Biomet shareholders are expected to own approximately 16
percent.

Approvals and Time to Closing
The transaction is expected to close in the first quarter of 2015 and is subject to, among
other things, the expiration or termination of the applicable waiting periods under theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the European
Union Merger Regulation, as well as other customary closing conditions. On April 24,
2014, Zimmer entered into a voting agreement with the holder of approximately 95% of
Biomet’s outstanding common stock, pursuant to which such stockholder agreed todeliver a written consent.

In connection with the transaction, Biomet Inc.’s parent will withdraw the registration
statement previously filed with the U.S. Securities and Exchange Commission inconnection with its proposed initial public offering.

Advisors
Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor to Zimmer
and White & Case LLP is acting as legal advisor. BofA Merrill Lynch acted as leadfinancial and strategic advisor, and Goldman Sachs acted as co-advisor, to Biomet andits shareholders on this transaction. Cleary Gottlieb Steen & Hamilton LLP is acting as
Biomet’s legal advisor, including as regulatory legal advisor in Europe, and Weil,
Gotshal & Manges LLP is acting as regulatory legal advisor in the U.S.

Zimmer First Quarter 2014 Earnings Results
In a separate press release issued today, Zimmer announced its earnings results for the
first quarter ended March 31, 2014.

Conference Call, Webcast and Presentation
Zimmer will host a conference call today, April 24, 2014, at 8:00 a.m. Eastern Time. The
live audio webcast and accompanying presentation can be accessed via Zimmer’s
Investor Relations website at http://investor.zimmer.com. The audio webcast will bearchived for replay following the conference.

Individuals who wish to dial into the conference call may do so at (888) 878-3901.
International callers should dial (706) 634-9520 and enter the conference ID15793245.
A digital recording will be available. To access the recording, US/Canada callers should
dial (855) 859-2056 or (800) 585-8367, or for International callers, dial (404) 537-3406,
and enter the conference ID15793245.

About Zimmer Holdings, Inc.
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer designs, develops,
manufactures and markets orthopaedic reconstructive, spinal and trauma devices,
dental implants, and related surgical products. Zimmer has operations in more than 25
countries around the world and sells products in more than 100 countries. Zimmer's
2013 sales were approximately $4.6 billion. Zimmer is supported by the efforts of morethan 9,000 employees worldwide.

About Biomet
Biomet, Inc. and its subsidiaries design, manufacture and market surgical and nonsurgical products used primarily by orthopedic surgeons and other musculoskeletal
medical specialists. Biomet's product portfolio includes hip and knee reconstructive
products; sports medicine, extremities and trauma products; spine, bone healing andmicrofixation products; dental reconstructive products; and cement, biologics and otherproducts. Headquartered in Warsaw, Indiana, Biomet and its subsidiaries currently
distribute products in approximately 90 countries.
Note on Non-GAAP Financial Measures
As used in this press release, the term “adjusted” refers to operating performancemeasures that exclude inventory step-up and other inventory and manufacturing relatedcharges, special items, amortization of acquisition related transaction financing fees andintangible assets, make-whole payments connected with debt extinguishments andcertain tax adjustments. Included in special items are acquisition and integration costs
and asset impairment charges related to acquisitions as well as employee termination
benefits, consulting and professional fees, certain litigation matters, dedicatedpersonnel expenses, certain contract terminations and asset impairment charges
connected with global restructuring and operational excellence initiatives.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Forwardlooking statements may be identified by the use of forward-looking terms such as “may,”“will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,”“guides,” “targets,” “forecasts,” and “seeks” or the negative of such terms or othervariations on such terms or comparable terminology. Such forward-looking statements
include, but are not limited to, statements about the benefits of the proposed merger
between Zimmer and LVB Acquisition, Inc. (“LVB”), the parent company of Biomet,
including future financial and operating results, the combined company’s plans,
objectives, expectations and intentions, the expected timing of completion of thetransaction and other statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of Zimmer’s and LVB’s management
and are subject to significant risks and uncertainties that could cause actual outcomes
and results to differ materially. These risks and uncertainties include, but are not limited
to: the possibility that the anticipated synergies and other benefits from the proposed
merger of Zimmer and LVB will not be realized, or will not be realized within the
expected time periods; the inability to obtain regulatory approvals of the merger(including the approval of antitrust authorities necessary to complete the transaction) on
the terms desired or anticipated; the timing of such approvals and the risk that suchapprovals may result in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction; the risk that a condition
to closing the transaction may not be satisfied on a timely basis or at all; the risk that theproposed transaction fails to close for any other reason; the risks and uncertainties
related to Zimmer’s ability to successfully integrate the operations, products andemployees of Zimmer and Biomet; the effect of the potential disruption ofmanagement’s attention from ongoing business operations due to the pending merger;
the effect of the announcement of the proposed merger on Zimmer’s and Biomet’s
relationships with their respective customers, vendors and lenders and on theirrespective operating results and businesses generally; risks relating to the value of theZimmer shares to be issued in the transaction; access to available financing (including
financing for the acquisition or refinancing of Zimmer’s or Biomet’s debt) on a timely
basis and on reasonable terms; the outcome of any legal proceedings related to the
proposed merger; the risks and uncertainties normally incidental to the orthopaedic
industry, including price and product competition; the success of the companies’ quality
and operational excellence initiatives; changes in customer demand for Zimmer’s orBiomet’s products and services caused by demographic changes or other factors; theimpact of healthcare reform measures, including the impact of the U.S. excise tax on
medical devices; reductions in reimbursement levels by third-party payors and cost
containment efforts of healthcare purchasing organizations; dependence on new
product development, technological advances and innovation; shifts in the productcategory or regional sales mix of Zimmer’s or Biomet’s products and services; supply
and prices of raw materials and products; control of costs and expenses; the ability toobtain and maintain adequate intellectual property protection; the ability to form andimplement alliances; challenges relating to changes in and compliance withgovernmental laws and regulations, including regulations of the U.S. Food and Drug
Administration (the “FDA”) and foreign government regulators, such as more stringent
requirements for regulatory clearance of products; the ability to remediate mattersidentified in any inspectional observations or warning letters issued by the FDA;
changes in tax obligations arising from tax reform measures or examinations by tax
authorities; product liability and intellectual property litigation losses; the ability to retain
the independent agents and distributors who market Zimmer’s and Biomet’s products;
dependence on a limited number of suppliers for key raw materials and outsourced
activities; changes in general industry and market conditions, including domestic andinternational growth rates and general domestic and international economic conditions,including interest rate and currency exchange rate fluctuations; and the impact of theongoing economic uncertainty affecting countries in the Euro zone on the ability tocollect accounts receivable in affected countries. For a further list and description ofsuch risks and uncertainties, see Zimmer’s, LVB’s and Biomet’s periodic reports filedwith the U.S. Securities and Exchange Commission (the “SEC”).

Copies of thesefilings, as well as subsequent filings, are available online at www.sec.gov,
www.zimmer.com, www.biomet.com or on request from Zimmer or Biomet, asapplicable. Zimmer, Biomet and LVB disclaim any intention or obligation to update orrevise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be set forth in the companies’ respective periodic
reports. Readers of this communication are cautioned not to place undue reliance onthese forward-looking statements since, while management believes the assumptions
on which the forward-looking statements are based are reasonable, there can be noassurance that these forward-looking statements will prove to be accurate.

Thiscautionary statement is applicable to all forward-looking statements contained in thiscommunication.
Additional Information and Where to Find It

Zimmer will file with the SEC a registration statement on Form S-4, in which a consent
solicitation statement will be included as a prospectus, and other documents inconnection with the proposed acquisition of LVB.

The consent solicitation

statement/prospectus will be sent to the stockholders of LVB.
SECURITYHOLDERS

OF

LVB

ARE

URGED

TO

INVESTORS AND

READ

the

consent

solicitation/prospectus, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE
SEC IN CONNECTION WITH THE MERGER WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The

registration statement and consent solicitation statement/prospectus and otherdocuments which will be filed by Zimmer with the SEC, when filed, will be available freeof charge at the SEC’s website at www.sec.gov, or from Zimmer at www.zimmer.com.
Such documents are not currently available. You may also read and copy any reports,
statements and other information filed by Zimmer, LVB and Biomet with the SEC at theSEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information
on its public reference room.

Certain executive officers and directors of LVB haveinterests in the proposed transaction that may differ from the interests of stockholders
generally, including benefits conferred under retention, severance and change in control
arrangements and continuation of director and officer insurance and indemnification.
This communication shall not constitute an offer to sell or the solicitation of an offer tobuy any securities, nor shall there be any sale of securities in any jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to appropriate registration or
qualification under the securities laws of such jurisdiction. No offering of securities shallbe made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.