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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1)
OR SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
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CENTERPULSE LTD.
(Name of Subject Company (Issuer))
SMITH & NEPHEW GROUP PLC
SMITH & NEPHEW PLC
(Names of Filing Persons (Offerors))
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REGISTERED SHARES, PAR VALUE CHF 30.00 PER SHARE
(Title of Class of Securities)
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Not Applicable*
(CUSIP Number of Class of Securities)
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James A. Ralston
Executive Vice President and Chief Legal Officer
Smith & Nephew, Inc.
1450 Brooks Road
Memphis, Tennessee 38116
(901) 396-2121
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Pran Jha
Sidley Austin Brown & Wood LLP
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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* There is no CUSIP Number assigned to the registered shares. CUSIP No.
152005104 has been assigned to the American Depositary shares of Centerpulse
Ltd. that are quoted on the New York Stock Exchange under the symbol "CEP."
CUSIP No. 152005203 has been assigned to the American Depositary Shares of
Centerpulse Ltd. that were issued pursuant to a restricted ADR facility and are
not publicly traded.
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This Amendment No. 12 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed by Smith & Nephew Group plc, a
corporation organized under the laws of England and Wales ("S&N Group"), and
Smith & Nephew plc, a corporation organized under the laws of England and Wales
("S&N"), on April 25, 2003 (as amended or supplemented , the "Schedule TO"),
relating to the third-party tender offer by S&N Group to exchange S&N Group
ordinary shares, 12 1/2 pence nominal value per share (including S&N Group
shares represented by S&N Group American Depositary Shares ("ADSs"), each
representing 10 S&N Group shares), and cash for registered shares, CHF 30 par
value per share, of Centerpulse Ltd., a Swiss public company ("Centerpulse"),
including Centerpulse shares represented by Centerpulse ADSs, each representing
one-tenth (1/10) of a Centerpulse share, upon the terms and subject to the
conditions set forth in the Preliminary Prospectus/Offer to Exchange dated April
25, 2003 (the "Offer to Exchange") and in the related Letter of Transmittal
(which, together with the Offer to Exchange, as supplemented or amended from
time to time, constitute the "Offer"). Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Schedule TO.
Items 1 - 11.
Items 1 through 11 of the Schedule TO are hereby amended and
supplemented by adding the following thereto:
On July 10, 2003, S&N Group and S&N notified the Swiss Takeover
Board that they are objecting to the Swiss Takeover Board's recommendations
issued on July 4, 2003 relating to the timetable applicable to the Offer, which
provide that August 18, 2003 is the last date on which S&N Group may modify the
terms of the Offer and August 27, 2003 is the expiration date of the Offer. In
their letter to the Swiss Takeover Board, S&N and S&N Group noted that, in light
of the recent challenge by Zimmer Holdings, Inc. ("Zimmer") to the Swiss
Takeover Board's recommendations as to the conditions to Zimmer's exchange offer
for shares of InCentive, the timetable applicable to the Offer has reached a
level of uncertainty which is not compatible with an orderly public takeover
process. On July 11, 2003, Centerpulse also notified the Swiss Takeover Board
that it is objecting to the timetable recommendations. Objections to the Swiss
Takeover Board's recommendations will be determined in a proceeding before the
Swiss Federal Banking Commission.
S&N and S&N Group have previously objected to the Swiss Takeover
Board's recommendations issued on June 11, 2003 concerning the terms of the
tender agreement entered into among S&N, S&N Group and certain shareholders of
InCentive, in which the Swiss Takeover Board determined that such InCentive
shareholders may accept a competing tender offer for Centerpulse and/or
InCentive. InCentive has also objected to certain aspects of the Swiss Takeover
Board's recommendations as to the conditions and timing of Zimmer's exchange
offer for shares of InCentive. The objections of S&N, S&N Group and InCentive
are currently being reviewed by the Swiss Federal Banking Commission.
The text of the Swiss Takeover Board's recommendations are
available at the Swiss Takeover Board's website at www.takeover.ch.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SMITH & NEPHEW GROUP PLC
By: /s/ James Ralston
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Name: James Ralston
Title: Authorized U.S. Representative
SMITH & NEPHEW PLC
By: /s/ James Ralston
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Name: James Ralston
Title: Authorized U.S. Representative
Date: July 15, 2003
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