Biomet Buyout

Biomet (BMET)
$10.9B Buyout

Summary

Buyout of orthopedics products company

$44 per BMET share; $10.9B total
BMETnews -stock chart
Background As of 6.13.07

Announced 12.18.06

Closed 9.25.07

Developments

Nasdaq delisting notice 1.12.07
HSR Act early termination 2.20.07
Reg BTR blackout notice 2.28.07
Special meeting set for June 8, 2007 4.24.07
Option backdating update 5.25.07

Tender offer completed 7.12.07

Form 8-K

Club Deal

Buyout group

Blackstone
Goldman Sachs
KKR
TPG

Increased Offer - Tender Offer

Buyers agree to increase offer

To $46.00 per share, $11.4B total
Use two-step merger to complete deal

Announced 6.07.07

Tender offer documents Filed 6.13.07

Amendment #1 7.12.07

Tender offer successfully completed
Press release

Schedule TO

Exhibits

Amendment #1 7.12.07
Schedule 14D-9

Letter to shareholders

Offer to purchase

Advisors

Financial

BMET: Morgan Stanley
Board: Morgan Stanley
Buyers: Banc of America Securities / Goldman Sachs

Legal

BMET: Kirkland & Ellis
Board: Simpson Thacher
Buyers: Cleary Gottlieb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Articles of Incorporation and Bylaws of the
Surviving Corporation

2.1 The Articles of Incorporation
2.2 The Bylaws

Article III Officers and Directors of the Surviving
Corporation

3.1 Directors
3.2 Officers

Article IV Effect of the Merger on Capital Stock; Exchange
of Certificates

4.1 Effect on Capital Stock
4.2 Exchange of Certificates
4.3 Treatment of Stock Plans
4.4 Adjustments to Prevent Dilution

Article V Reps

5.1 Company

(a) Organization, Good Standing and Qualification
(b) Capital Structure
(c) Corporate Authority; Approval and Fairness
(d) Governmental Filings; No Violations; Certain Contracts
(e) Company Reports; Financial Statements
(f) Absence of Certain Changes
(g) Litigation and Liabilities
(h) Employee Benefits
(i) Compliance with Laws; Licenses
(j) Takeover Statutes
(k) Rights Agreement
(l) Environmental Matters
(m) Taxes
(n) Labor Matters
(o) Intellectual Property
(p) Insurance
(q) Brokers and Finders
(r) Material Contracts
(s) Proxy Statement; Other Filings
(t) Regulatory Compliance
(u) Properties
(v) Affiliate Transactions

5.2 Parent and Merger Sub

(a) Organization, Good Standing and Qualification
(b) Corporate Authority
(c) Governmental Filings; No Violations; Etc
(d) Litigation
(e) Financing
(f) Capitalization of Parent and Merger Sub
(g) Brokers
(h) Solvency
(i) No Competing Businesses
(j) Guarantee
(k) Proxy Statement
(l) Ownership of Shares

Article VI Covenants

6.1 Interim Operations
6.2 Acquisition Proposals
6.3 Proxy Statement
6.4 Shareholders Meeting
6.5 Filings; Other Actions; Notification
6.6 Access and Reports
6.7 Stock Exchange De-listing
6.8 Publicity
6.9 Employee Benefits
6.10 Expenses
6.11 Indemnification; Directors and Officers Insurance
6.12 Takeover Statutes
6.13 Financing
6.14 Shareholder Litigation
6.15 Director Resignations
6.16 Rule 16b-3

Article VII Conditions

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination by Mutual Consent
8.2 Termination by Either Parent or the Company
8.3 Termination by the Company
8.4 Termination by Parent
8.5 Effect of Termination and Abandonment

Article IX Miscellaneous And General

9.1 Survival
9.2 Modification or Amendment
9.3 Waiver of Conditions
9.4 Counterparts
9.5 Governing Law and Venue; Waiver of Jury Trial;
Remedies; Specific Performance
9.6 Notices
9.7 Entire Agreement
9.8 No Third Party Beneficiaries
9.9 Obligations of Parent and of the Company
9.10 Transfer Taxes
9.11 Definitions
9.12 Severability
9.13 Interpretation; Construction
9.14 Assignment