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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
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CENTERPULSE LTD.
(NAME OF SUBJECT COMPANY)
CENTERPULSE LTD.
(NAME OF PERSON FILING STATEMENT)
REGISTERED SHARES, PAR VALUE CHF 30 PER SHARE, INCLUDING SHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES
(TITLE AND CLASS OF SECURITIES)
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NOT APPLICABLE*
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DR. MAX LINK
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
CENTERPULSE LTD.
ANDREASSTRASSE 15
CH-8050, ZURICH
SWITZERLAND
1-306-9696
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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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.
|_| CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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This constitutes Amendment No. 2 to the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission on April 25, 2003 (as previously amended, this "Statement") by
Centerpulse Ltd., a corporation organized under the laws of Switzerland
("Centerpulse" or the "Company"), relating to the exchange offer by Smith &
Nephew Group plc, a corporation organized under the laws of England and Wales
("Smith & Nephew Group"), being made pursuant to the Preliminary Prospectus,
dated April 25, 2003, forming a part of Smith & Nephew Group's Registration
Statement on Form F-4, filed with the Securities and Exchange Commission by
Smith & Nephew Group on April 25, 2003.
The information in the Schedule 14D-9 is hereby expressly incorporated by
reference, except as otherwise set forth below. Capitalized terms used herein
but not otherwise defined shall have the meanings given to them in the Schedule
14D-9.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7(a) is hereby amended and supplemented to add the following
paragraph at the end thereof:
"Swiss Takeover Law requires a target company in a public offer to grant
a subsequent offeror access to company information, such as data rooms and
management presentations, to the same extent these were made available to a
prior offeror. On May 21, 2003, at a meeting in Zurich, representatives of the
Company discussed with representatives of Zimmer, among other things, the
process for Zimmer's conduct of due diligence and the conditions to Zimmer's
proposed offers set forth in the Swiss pre-announcements made by Zimmer on May
20, 2003. On May 26, 2003, Zimmer executed a confidentiality agreement with the
Company relating to Company information to be provided to it in the due
diligence process."
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.
CENTERPULSE LTD.
By: /s/ Max Link
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MAX LINK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
By: /s/ Urs Kamber
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URS KAMBER
CHIEF FINANCIAL OFFICER
Dated: May 28, 2003