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): ~~April~~ 2April 9, 2015

LVB ACQUISITION, INC.

BIOMET, INC.

(~~Exact~~EXACT ~~Name~~NAME ofOF ~~Registrant~~REGISTRANT asAS ~~Specified~~SPECIFIED ~~in its~~IN ~~Charter)~~ITS CHARTER)

Indiana




Delaware Indiana	000-54505 001-15601	26-0499682 35-1418342
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(State~~56 orEast ~~Other~~Bell ~~Jurisdiction of~~ Drive

~~Incorporation)~~Warsaw, Indiana 46582

001-15601	35-1418342
(Commission File Number)	(IRS Employer Identification No.)

(Address of Principal Executive Offices, Including Zip Code)

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 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

AsThe ~~previously~~accompanying ~~disclosed,~~press onrelease ~~March~~includes ~~26, 2012, Biomet, Inc., or Biomet, entered into a Deferred Prosecution Agreement, or DPA, with~~ the ~~Department~~accounts of Justice, or DOJ, and a Consent to Final Judgment, or Consent, with the Securities and Exchange Commission, or SEC, regarding an investigation regarding possible violations of the Foreign Corrupt Practices Act. Pursuant to the DPA, the DOJ agreed to defer prosecution of Biomet ~~in connection with those matters~~, ~~provided that Biomet satisfies its obligations under the DPA over the term of the DPA~~Inc. ~~The DPA had a three-year term~~ and provided that it could be extended in the sole discretion of the DOJ for an additional year. Pursuant to the Consent, Biomet consented to the entry of a Final Judgment, the Final Judgment, which, among other things, permanently enjoined Biomet from violating the provisions of the Foreign Corrupt Practices Act. 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. The Consent Biomet entered into with the SEC mirrors the DPA’s provisions with respect to the compliance monitor. As previously disclosed, in October 2013, Biomet became aware of certain alleged improprieties regarding its ~~operations~~subsidiaries in(individually ~~Brazil~~ and ~~Mexico,~~collectively ~~including~~referred ~~alleged improprieties that predated the entry of the DPA. Biomet retained counsel and other experts~~ to ~~investigate~~as ~~both matters. Based on the results of the ongoing investigations,~~ “Biomet ~~has terminated~~”, ~~suspended or otherwise disciplined certain of~~ the ~~employees and executives involved in these matters~~“Company”, ~~and has taken certain other remedial measures. Additionally~~“we”, ~~pursuant to the terms of the DPA~~“us”, in April 2014 and thereafter, Biomet disclosed these matters to and discussed these matters with the independent compliance monitor and the DOJ and SEC. On July 2, 2014, the SEC issued a subpoena to Biomet requiring that Biomet produce certain documents relating to such matters. These matters remain under investigation by the DOJ. As previously disclosed, on March 13, 2015, the DOJ informed Biomet that the DPA and the independent compliance monitor’s appointment have been extended for an additional year. Pursuant to the DPA, the DOJ has sole discretion to determine whether conduct by Biomet constitutes a violation or breach of the DPA. The DOJ has informed Biomet that it retains its rights under the DPA to bring further action against Biomet relating to the conduct in Brazil and Mexico disclosed in 2014 or the violations set forth in the DPA. The DOJ could, among other things, revoke the DPA or prosecute Biomet and/or the involved employees and executives. On April 2, 2015, at the request of the staff of the SEC, Biomet consented to an amendment to the Final Judgment, or the Amended Final Judgment, to extend the term of the compliance monitor’s appointment for one year from the date of entry of the Amended Final Judgment, which is subject to approval of the SEC and United States District Court for the District of Columbia. Biomet continues to cooperate with the SEC and DOJ and expects that discussions with the SEC and the DOJ will continue. Additional Information about this Transaction In connection with the proposed transaction, Zimmer Holdings, Inc. (“~~Zimmer~~our”) ~~filed with the U~~.S. ~~Securities~~Biomet ~~and~~is ~~Exchange Commission (the “SEC”), and the SEC declared effective on September 29, 2014,~~ a ~~registration~~wholly ~~statement~~owned onsubsidiary ~~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, ~~with~~has ~~the~~no ~~SEC at the SEC’s website at www.sec.gov. These documents and~~ other ~~relevant~~operations ~~materials,~~beyond ~~including~~its ~~any~~ownership ~~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/,~~ asIntercompany ~~applicable.~~accounts ~~This~~and ~~communication~~transactions ~~shall~~have ~~not~~been ~~constitute~~eliminated ~~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 ~~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~~consolidation.

~~Forward~~On ~~Looking~~April 9, ~~Statements~~2015, the Company issued a press release with respect to financial results for the third fiscal quarter of fiscal 2015. The press release attached hereto as Exhibit 99.1 is incorporated by reference herein.

~~This~~The ~~document~~earnings ~~contains~~release ~~“forward~~attached as Exhibit 99.1 includes non-~~looking statements”~~GAAP ~~within~~financial ~~the~~measures ~~meaning~~that ofdiffer ~~Section~~from ~~27A~~financial ofmeasures ~~the~~calculated ~~Securities~~in ~~Act~~accordance ofwith ~~1933~~U.S. ~~and~~generally ~~Section~~accepted ~~21E~~accounting ofprinciples ~~the~~(“GAAP”). ~~Securities~~These ~~Exchange~~non-GAAP ~~Act of~~financial ~~1934,~~measures asmay ~~amended.~~not ~~Those~~be ~~statements~~comparable ~~are~~to ~~often~~similar ~~indicated~~measures reported by ~~the~~other ~~use~~companies ofand ~~words~~should ~~such~~be asconsidered ~~“will,”~~in ~~“intend~~addition to,~~” “anticipate,”~~ ~~“estimate~~and not as a substitute for,” ~~“expect~~or superior to,” ~~“plan”~~other ~~and~~measures ~~similar~~prepared ~~expressions~~in accordance with GAAP. ~~Forward-looking statements~~Management ~~involve~~exercises ~~certain~~judgment ~~risks~~in ~~and~~determining ~~uncertainties.~~which ~~Actual~~types ~~results~~of ~~may~~charges ~~differ~~or ~~materially~~other ~~from~~items ~~those~~should ~~contemplated~~be byexcluded ~~the~~from ~~forward looking~~non-GAAP ~~statements~~financial ~~due~~measures. ~~to,~~Management ~~among~~uses ~~others,~~this ~~the~~non-GAAP ~~following~~information ~~factors:~~internally to evaluate the ~~ability~~performance of the ~~parties~~core tooperations, ~~complete~~establish ~~the~~operational ~~proposed~~goals ~~merger;~~and ~~the parties~~forecasts ~~ability~~that are used in allocating resources and to ~~obtain~~evaluate ~~regulatory~~our ~~approvals~~performance ofperiod-over-period. ~~the~~Additionally, ~~proposed~~our ~~merger~~management is evaluated on the ~~contemplated~~basis ~~terms~~of ~~and~~some ~~schedule;~~of ~~the~~these ~~impact~~non-GAAP financial measures when determining achievement of ~~the announcement~~their incentive compensation performance targets. We believe that our disclosure of, orthese ~~failure~~non-GAAP tofinancial ~~complete,~~measures provides investors greater transparency to the ~~proposed~~information ~~merger~~used onby ~~relationships~~management ~~with~~for ~~distributors,~~its ~~employees,~~financial and operational decision-making and enables investors to better understand our period-over-period operating performance.

~~customers~~The ~~and~~non-GAAP ~~suppliers;~~financial ~~potential~~measures orincluded ~~actual~~in ~~litigation;~~ the ~~success of~~press ~~LVB~~release ~~and~~consist ~~its subsidiaries’ (together, the “Company”) principal product lines; the results~~ of ~~the~~consolidated ~~ongoing~~net investigation by the United States Department of Justice; approval of the 2015 Consent and Amended Final Judgment by the SEC and District Court for the District of Columbia; the ability to successfully implement new technologies; the Company’s ability to sustain sales ~~and~~ ~~earnings~~excluding ~~growth;~~ the ~~Company’s~~impact ~~success in achieving timely approval or clearance~~ of ~~its~~foreign ~~products~~currency ~~with~~(constant ~~domestic and foreign regulatory entities~~currency); ~~the~~operating ~~impact~~income ~~to the business~~ as aadjusted; ~~result~~Earnings ofBefore ~~compliance~~Interest, ~~with federal~~Taxes, ~~state~~Depreciation and ~~foreign~~Amortization ~~governmental~~(EBITDA), ~~regulations and~~as ~~with the Deferred Prosecution Agreement~~adjusted; ~~the~~net ~~impact~~income ~~to the business~~ as ~~a result of the economic downturn in both foreign and domestic markets~~adjusted; ~~the~~gross ~~impact~~profit ofas ~~federal health care reform~~adjusted; ~~the~~selling, ~~impact~~general ~~of anticipated changes in the musculoskeletal industry~~ and ~~the~~ ~~ability~~administrative ofexpense ~~the~~as ~~Company~~adjusted; toresearch ~~react to~~ and ~~capitalize~~development onexpense ~~those~~as ~~changes~~adjusted; ~~the~~interest ~~ability~~expense ofas ~~the Company to successfully implement its desired organizational changes and cost-saving initiatives~~adjusted; ~~the~~other ~~ability~~(income) ofexpense ~~the Company to successfully integrate acquisitions; the impact to the business~~ as a result of the Company’s significant international operations, including, among others, with respect to foreign currency fluctuations and the success of the Company’s transition of certain manufacturing operations to Chinaadjusted; ~~the~~provision ~~impact~~(benefit) offor ~~the~~income ~~Company’s~~taxes ~~managerial~~as ~~changes~~adjusted; ~~the~~net ~~ability of the Company’s customers to receive adequate levels of reimbursement from third-party payors~~debt; ~~the~~cash ~~Company’s ability to maintain its existing intellectual property rights~~ and ~~obtain~~cash ~~future~~equivalents; ~~intellectual~~free ~~property~~cash ~~rights~~flow; ~~the~~and ~~impact~~unlevered tofree ~~the~~cash ~~business~~flow. asReconciliations ~~a result~~ of ~~cost~~these ~~containment~~non-GAAP ~~efforts~~financial ofmeasures ~~group purchasing organizations; the Company’s ability~~ to ~~retain existing independent sales agents for its products;~~ the ~~impact~~most ofdirectly ~~product liability~~comparable ~~litigation~~GAAP ~~losses;~~financial ~~and~~measures ~~other~~are ~~factors~~included ~~set~~elsewhere ~~forth~~ in the ~~Company’s~~press ~~filings with the SEC, including the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q~~release.

~~Although~~The ~~the~~term ~~Company~~“as ~~believes~~adjusted,” ~~that~~a ~~the assumptions on which the forward~~non-~~looking~~GAAP ~~statements~~financial ~~contained herein are based are reasonable~~measure, ~~any~~refers ofto ~~those~~financial ~~assumptions~~performance ~~could~~measures ~~prove~~that toexclude becertain ~~inaccurate given~~income ~~the~~statement ~~inherent~~line ~~uncertainties~~items, such as tointerest, ~~the~~taxes, ~~occurrence~~depreciation or ~~nonoccurrence~~amortization, ofand/or ~~future~~exclude ~~events.~~certain ~~There~~expenses, ~~can~~such ~~be no assurance~~ as torestructuring ~~the~~charges, ~~accuracy of forward~~non-~~looking~~cash ~~statements~~impairment ~~contained~~charges, inintegration ~~this~~and ~~document.~~facilities ~~The~~opening ~~inclusion~~costs ofor aother ~~forward-looking~~business ~~statement~~optimization ~~herein~~expenses, ~~should~~new ~~not~~systems bedesign ~~regarded as~~and aimplementation ~~representation~~costs, bycertain ~~the~~start-up ~~Company~~costs ~~that~~and ~~the~~costs ~~Company’s~~related ~~objectives will be achieved. The Company undertakes no obligation~~ to ~~update~~ ~~publicly~~consolidation orof ~~revise~~facilities, ~~any~~certain ~~forward~~non-~~looking~~cash ~~statements~~charges, ~~whether~~advisory asfees apaid ~~result~~to ofthe ~~new~~Principal ~~information~~Stockholders, ~~future~~certain ~~events~~severance ~~or otherwise. Accordingly~~charges, ~~the~~ ~~reader~~purchase isaccounting ~~cautioned~~costs, ~~not~~certain tolitigation ~~place~~costs ~~undue~~net ~~reliance~~of onany ~~forward-looking~~probable ~~statements~~recoveries ~~which~~from ~~speak~~insurance ~~only~~carriers, asincluding ~~of the date~~ metal-on-metal, ~~which~~and ~~they were~~other ~~made~~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 10-K filed on February 23, 2015, 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 $5,713.4 million as of February 28, 2015, 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.




Exhibit No.		Document

99.1		Press Release issued April 9, 2015.

SIGNATURES

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

	BIOMET, INC.
Date: April 3, 2015	By:	/s/ Jonathan M. Grandon
		Jonathan M. Grandon
		Senior Vice President and General Counsel

Date: April 9, 2015




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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