UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March ~~January 6~~10, 2015

LVB ACQUISITION, INC.

BIOMET, INC.

(~~EXACT~~Exact ~~NAME~~Name OFof ~~REGISTRANT~~Registrant as ASSpecified ~~SPECIFIED~~in INits ~~ITS CHARTER~~Charter)

DelawareIndiana		000-54505001-15601		26-049968235-1418342
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

Indiana

56(State ~~East~~or ~~Bell~~Other ~~Drive~~Jurisdiction of

~~Warsaw,~~Incorporation) ~~Indiana 46582~~

(Address of Principal Executive Offices, Including Zip Code)

001-15601

35-1418342

(Commission

File Number)

(IRS Employer

Identification No.)


56 East Bell Drive, Warsaw IN	46582
(Address of Principal Executive Offices)	(Zip Code)

(574) 267-6639

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

____________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

~~The~~As ~~accompanying~~previously ~~press~~disclosed, ~~release~~on ~~includes~~April 24, 2014, LVB Acquisition, Inc. (“LVB”), a Delaware corporation, which owns all of the ~~accounts~~outstanding shares of common stock of Biomet, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Zimmer Holdings, Inc. (“Zimmer”), a Delaware corporation, and Owl Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Zimmer. On March 10, 2015, Zimmer filed a prospectus supplement to its ~~subsidiaries~~registration statement on Form S-3 (~~individually~~No. 333-184791), relating to its offering of notes to finance the acquisition of LVB. The prospectus supplement included the following disclosure relating to Biomet and ~~collectively~~the ~~referred~~post-acquisition combined company. Biomet is filing the disclosure herewith for the purposes of including the information with respect to asBiomet, “statements regarding the combined company are statements of Zimmer and not of Biomet”. Biomet is involved in ongoing governmental investigations regarding possible violations of the Foreign Corrupt Practices Act, the results of which may adversely impact the combined company’s business and results of operations. On March 26, 2012, Biomet entered into a Deferred Prosecution Agreement (the “~~Company~~DPA”,) with the United States Department of Justice (the “weDOJ”,) and a Consent to Final Judgment (the “usConsent”,) orwith the SEC in connection with investigations by the DOJ and SEC regarding alleged violations of the Foreign Corrupt Practices Act (the “~~our~~FCPA”) by Biomet. Pursuant to the DPA, the DOJ agreed to defer prosecution of Biomet in connection with this matter, provided that Biomet satisfies its obligations under the agreement over the term of the DPA. The DPA has an initial three-year term, which expires on March 26, 2015; however, the DPA may be extended in the sole discretion of the DOJ for up to an additional year. The DOJ further agreed to not continue its prosecution and to seek to dismiss its indictment should Biomet satisfy its obligations under the agreement over the term of the DPA. In addition, pursuant to the terms of the DPA, an independent external compliance monitor was appointed to review Biomet’s compliance with the DPA, particularly in relation to Biomet’s international sales practices, for at least the first 18 months of the term of the DPA. The monitor has divided his review into three phases. The first phase consisted of the monitor familiarizing himself with Biomet’s global compliance program, assessing the effectiveness of the program and making recommendations for enhancement of Biomet’s compliance program based on that review. The second phase consisted of the monitor testing implementation of his recommended enhancements to Biomet’s compliance program. The third phase consisted of the monitor, among other things, assessing Biomet’s implementation of the monitor’s recommendations and evaluating Biomet’s compliance program, and the monitor recently issued his third phase report. [Zimmer has] been advised that Biomet is reviewing this report. The Consent Biomet entered into with the SEC mirrors the DPA’s provisions with respect to the compliance monitor. In October 2013, Biomet became aware of certain alleged improprieties regarding its operations in Brazil and Mexico, including alleged improprieties that predated the entry of the DPA. Biomet retained counsel and other experts to investigate both matters. Based on the results of its ongoing investigations, Biomet has terminated, suspended or otherwise disciplined certain of the employees and executives involved in these matters, and has taken certain other remedial measures. Additionally, pursuant to the terms of the DPA, Biomet met with the monitor, the DOJ and the SEC on several occasions to discuss matters raised by the investigations. On July 2, 2014, the SEC issued a ~~wholly~~subpoena ~~owned~~to ~~subsidiary~~Biomet requiring that Biomet produce certain documents relating to such matters. Moreover, pursuant to the DPA, the DOJ has sole discretion to determine whether conduct by Biomet constitutes a violation or breach of the DPA. If the DOJ determines that the conduct underlying these investigations constitutes a violation or breach of the DPA, the DOJ could, among other things, extend or revoke the DPA or prosecute Biomet and/or the involved employees and executives. Biomet continues to cooperate with the SEC and DOJ and expects that discussions with the SEC and the DOJ will continue. Compliance with the DPA requires substantial cooperation of Biomet’s employees, distributors and sales agents and the healthcare professionals with whom they interact. These efforts not only involve expense, but also require management and other key employees to focus extensively on these matters. Consummation of the LVB merger will not result in a termination of the DPA or the monitorship. [Zimmer believes] that if the LVB merger is completed, any possible extension of the DPA and/or the monitorship could adversely impact the combined company’s business and results of operations. If, as a result of the investigations described above or any additional investigations, the combined company is found to have violated one or more applicable laws, the combined company’s business, financial condition, results of operations and cash flows could be materially adversely affected. If some of the combined company’s existing business practices are challenged as unlawful, the combined company may have to modify those practices, which could have a material adverse effect on the combined company’s business, financial condition, results of operations and cash flows. Additional Information about this Transaction In connection with the proposed transaction, Zimmer Holdings, Inc. (“Zimmer”) filed with the U.S. Securities and Exchange Commission (the “SEC”), and the SEC declared effective on September 29, 2014, a registration statement on Form S-4 that includes a consent solicitation statement of LVB Acquisition, Inc. (“LVB”) that also constitutes a prospectus of Zimmer. We urge investors and security holders to read the consent solicitation statement/prospectus because it contains important information regarding the proposed merger. You may obtain a free copy of the consent solicitation statement/prospectus and other related documents filed by Zimmer and Biomet’s parent company, LVB, ~~has~~with nothe SEC at the SEC’s website at www.sec.gov. These documents and other ~~operations~~relevant ~~beyond~~materials, ~~its~~including ~~ownership~~any documents incorporated by reference therein, when and if filed, may also be obtained free of charge from Zimmer at http://investor.zimmer.com or from Biomet at http://www.biomet.com/corporate/investors/, ~~Intercompany~~as ~~accounts~~applicable. ~~and~~This ~~transactions~~communication ~~have~~shall ~~been~~not ~~eliminated~~constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in ~~consolidation~~any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction.

On January 6, 2015, the Company issued a press release with respect to financial results for the second fiscal quarter of fiscal 2015. The press release attached hereto as Exhibit 99.1 is incorporated by reference herein.

The earnings release attached as Exhibit 99.1 includes non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP. Management exercises judgment in determining which types of charges or other items should be excluded from non-GAAP financial measures. Management uses this non-GAAP information internally to evaluate the performance of the core operations, establish operational goals and forecasts that are used in allocating resources and to evaluate our performance period-over-period. Additionally, our management is evaluated on the basis of some of these non-GAAP financial measures when determining achievement of their incentive compensation performance targets. We believe that our disclosure of these non-GAAP financial measures provides investors greater transparency to the information used by management for its financial and operational decision-making and enables investors to better understand our period-over-period operating performance.

The non-GAAP financial measures included in the press release consist of consolidated net sales excluding the impact of foreign currency (constant currency); operating income as adjusted; Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as adjusted; net income as adjusted; gross profit as adjusted; selling, general and administrative expense as adjusted; research and development expense as adjusted; interest expense as adjusted; other (income) expense as adjusted; provision (benefit) for income taxes as adjusted; net debt; cash and cash equivalents; free cash flow; and unlevered free cash flow. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in the press release.

The term “as adjusted,” a non-GAAP financial measure, refers to financial performance measures that exclude certain income statement line items, such as interest, taxes, depreciation or amortization, and/or exclude certain expenses, such as restructuring charges, non-cash impairment charges, integration and facilities opening costs or other business optimization expenses, new systems design and implementation costs, certain start-up costs and costs related to consolidation of facilities, certain non-cash charges, advisory fees paid to the Principal Stockholders, certain severance charges, purchase accounting costs, certain litigation costs net of any probable recoveries from insurance carriers, including metal-on-metal, and other related charges.

The following is an explanation of each of the items that management excluded from one or more of the non-GAAP financial measures used in this press release and the reasons for excluding each of these items:

Impact of Foreign Currency. The Company excludes the foreign currency impact on net sales information compared to prior year results primarily because it is not reflective of the ongoing operating results and is not used by management in evaluation of net sales performance. The Company further believes this information is useful to investors in that it provides period-over-period comparability. The impact of foreign currency exchange rates is calculated by translating actual current period net sales at the prior year exchange rate. These results are used to determine year-over-year percentage increase or decrease that excludes the impact of changes in foreign currency exchange rates.

Purchase Accounting Depreciation and Amortization. Depreciation and amortization related to the 2007 Merger, 2012 Trauma Acquisition and 2013 Spine Acquisition are excluded in non-GAAP financial measures as they are not reflective of the Company’s ongoing operational performance or liquidity. The Company further believes the exclusion of this information in the applicable non-GAAP financial measure is useful to investors in that it provides period-over-period comparability.

Litigation Settlements and Reserves and Other Legal Fees. The Company excludes certain litigation related expenses, net of any probable recoveries from insurance carriers, including metal-on-metal, and settlements from non-GAAP financial measures that are not reflective of the Company’s ongoing operational performance. The Company further believes this information is useful to investors in that it provides period-over-period comparability.

Acquisition Costs. On May 24, 2012, DePuy Orthopaedics, Inc. accepted the Company’s binding offer to purchase certain assets representing substantially all of DePuy’s worldwide trauma business (the “2012 Trauma Acquisition”), which involves researching, developing, manufacturing, marketing, distributing and selling products to treat certain bone fractures or deformities in the human body, including certain intellectual property assets, and to assume certain liabilities, for approximately $280.0 million in cash. The Company acquired the DePuy worldwide trauma business to strengthen its trauma

business and to continue to build a stronger presence in the global trauma market. On June 15, 2012, the Company announced the initial closing of the transaction. During the first and second quarters of fiscal year 2013, subsequent closings in various foreign countries occurred on a staggered basis, with the final closing occurring on December 7, 2012.

On October 5, 2013, the Company and its wholly-owned subsidiaries EBI Holdings, LLC, a Delaware limited liability company (“EBI”), and LNX Acquisition, Inc., a Delaware corporation (“Merger Sub Lanx”), entered into an Agreement and Plan of Merger (the “Merger Agreement Lanx”) with Lanx, Inc., a Delaware corporation (“Lanx”). On October 31, 2013, Merger Sub Lanx merged with and into Lanx and the separate corporate existence of Merger Sub Lanx ceased (the “2013 Spine Acquisition”). Upon the consummation of the 2013 Spine Acquisition, Lanx became a wholly-owned subsidiary of EBI and the Company. As of November 1, 2013 the activities of Lanx were included in the Company’s consolidated results. The aggregate purchase price for the acquisition was approximately $150.8 million on a debt-free basis.

The Company excludes acquisition-related expenses including inventory step-ups to fair value for the 2012 Trauma Acquisition and 2013 Spine Acquisition from non-GAAP financial measures that are not reflective of the Company’s ongoing operational performance. The Company further believes this information is useful to investors in that it provides period-over-period comparability.

On April 24, 2014, LVB, a Delaware corporation, which owns all of the outstanding shares of common stock of Biomet, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Zimmer, a Delaware corporation, and Owl Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Zimmer.

Under the Merger Agreement, LVB will be acquired for an aggregate purchase price based on a total enterprise value of $13.35 billion, which will consist of $10.35 billion in cash (which is subject to adjustment) and 32,704,677 shares of Zimmer common stock (which number of shares represents the quotient of $3.0 billion divided by $91.73, the volume weighted average price of Zimmer’s common stock on the New York Stock Exchange for the five trading days prior to the date of the Merger Agreement). According to Zimmer’s Form S-4/A filed on September 26, 2014, in connection with the merger, Zimmer expects to pay off all of the outstanding funded debt of LVB and its subsidiaries, and the aggregate cash merger consideration paid by Zimmer at the closing will be reduced by such amount. Zimmer is expected to fund the cash portion of the merger consideration and the repayment of the outstanding funded debt of LVB, totaling $5,714.7 million as of November 30, 2014, and its subsidiaries with a combination of new debt and cash on hand. The closing of the merger is not conditioned on the receipt of any debt financing by Zimmer. Zimmer, however, is not required to consummate the merger until the completion of a 15 consecutive business day marketing period.

Operational Restructuring and Consulting Expenses Related to Operational Improvement Initiatives. Restructuring charges relate principally to employee severance and facility consolidation costs resulting from the closure of facilities and other workforce reductions attributable to our efforts to reduce costs. Operational restructuring charges also include abnormal manufacturing variances related to temporary redundant overhead costs within the Company’s plant network as the Company continues to rationalize and move production to its larger operating locations in order to increase manufacturing efficiency and product rationalization charges. The Company excludes these costs from non-GAAP financial measures primarily because they are not reflective of the ongoing operating results and they are not used by management to assess ongoing operational performance. The Company further believes the exclusion of this information in the applicable non-GAAP financial measure is useful to investors in that it provides period-over-period comparability.

Loss on extinguishment of debt. Loss on extinguishment of debt charges include write off of deferred financing fees, dealer manager fees and tender/call premium on retirement of bonds. The Company excludes these charges from non-GAAP measures because they are not reflective of the Company’s ongoing operational performance or liquidity. The Company further believes the exclusion of this information in the applicable non-GAAP financial measure is useful to investors in that it provides period-over-period comparability.

Loss on swap liability. Loss on swap liability charges include a one-time charge to interest expense related to the termination of our euro-denominated term loans. This charge is excluded from net income as adjusted per our credit agreement. The Company further believes the exclusion of this information in the applicable non-GAAP financial measure is useful to investors in that it provides period-over-period comparability.

Principal Stockholder Fee. Biomet, Inc. finalized the merger with LVB Acquisition Merger Sub, Inc., a wholly-owned subsidiary of LVB Acquisition, Inc., which we refer to in this Form 8-K as the “Merger”, on September 25, 2007. LVB Acquisition, Inc. is indirectly owned by investment partnerships directly or indirectly advised or managed by The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG Global (each a “Principal Stockholder” and collectively, the “Principal Stockholders”). Upon completion of the Merger, the Company entered into a management services agreement with certain affiliates of the Principal Stockholders, pursuant to which such affiliates of the Principal Stockholders or their successors assigns, affiliates, officers, employees, and/or representatives and third parties (collectively, the “Managers”) provide management, advisory, and consulting services to the Company. Pursuant to such agreement, the Principal Stockholders receive an annual monitoring fee equal to 1% of the Company’s annual Adjusted EBITDA (as defined in our

credit agreement) as compensation for the services rendered and reimbursement for out-of-pocket expenses incurred by the Managers in connection with the agreement. The Company excludes these costs from non-GAAP financial measures primarily because they are not reflective of the ongoing operating results and they are not used by management to assess ongoing operational performance. The Company further believes the exclusion of this information in the applicable non-GAAP financial measure is useful to investors in that it provides period-over-period comparability.

The following is an explanation of each of the other items that management excluded from one or more of the non-GAAP financial measures used in this press release and the reasons for excluding each of these items:

Tax Effect on Special and Purchase Accounting Items. This amount is used to present the impact of the above non-GAAP adjustments on net income, as adjusted.

Net Debt. Net debt is the sum of the Company’s total debt less cash and cash equivalents (as defined by our credit agreement) and time deposits with maturities of less than two years.

The Company is furnishing the information contained in this report, including the Exhibit, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 9.01. Financial Statements and Exhibits.

ExhibitNo.		Document
99.1		Press Release issued January 6, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrants~~registrant ~~have~~has duly caused this report to be signed on ~~their~~its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2015


	BIOMET, INC.

Date: March 10, 2015	By:	/s/ Jonathan M. Grandon
		Jonathan M. Grandon
		Senior Vice President and General Counsel

LVB ACQUISITION, INC. /s/ Daniel P. Florin By: Daniel P. Florin Its: Senior Vice President and Chief Financial Officer BIOMET, INC. /s/ Daniel P. Florin By: Daniel P. Florin Its: Senior Vice President and Chief Financial Officer

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