SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14D-101)
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SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
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.
This constitutes Amendment No. 4 to the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission on April 25, 2003 (as previously amended, the "Schedule 14D-9") 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, but not
otherwise defined, herein shall have the meanings given to them in the Schedule
14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(b)(i) Background of the Exchange Offer; Contacts among Smith & Nephew,
Smith & Nephew Group and Centerpulse.
Item 4(b)(i) is hereby amended and supplemented to add the following
paragraphs at the end thereof:
"On June 19, 2003, Zimmer commenced its offer for all outstanding
Centerpulse Shares and Centerpulse ADSs, at a price per Centerpulse Share and
Centerpulse ADS of (1) CHF 120 in cash and 3.68 shares of Zimmer common stock
and (2) the US dollar equivalent of CHF 12 in cash and 0.368 of a share of
Zimmer common stock, respectively (the "Zimmer Offer"). The Zimmer Offer
eliminated a number of conditions contained in the Proposed Zimmer Offer (i.e.,
relating to due diligence, certain tax liabilities in connection with
Centerpulse's spin-off from Sulzer AG and product liability litigation). Later
that day, the Company issued a press release stating, inter alia, that the Board
will issue a report to Centerpulse shareholders on the Zimmer Offer as soon as
it has had an opportunity to study the Zimmer Offer in detail and in accordance
with Swiss Takeover Law. In the meantime, the Board advised Centerpulse
shareholders that they are not required to take any further action at this
point. In the early evening of June 19, 2003, the Board met to review and
discuss the Exchange Offer and the Zimmer Offer with representatives of Lehman
Brothers, UBS Warburg and Goldman Sachs.
On June 20, 2003, Dr. Max Link, Chairman and Chief Executive Officer of
Centerpulse, sent a letter to Centerpulse shareholders stating, inter alia, that
in accordance with Swiss Takeover Law, the Board intends to make a report to
Centerpulse shareholders on the Zimmer Offer by July 9, 2003, once the Board has
had the opportunity to study the Zimmer Offer in detail. The letter also
reiterated that Centerpulse shareholders are not required to take any action in
the meantime."
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented to add the following paragraphs
immediately after the first paragraph thereof:
"The following table sets forth information regarding the exercise of
stock options by the executive officers of Centerpulse listed below:
NAME DATE WEIGHTED AVERAGE EXERCISE NUMBER OF SECURITIES
---- ---- ------------------------- --------------------
PRICE ISSUED UPON EXERCISE
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David Floyd May 23, 2003 $9.46 per Centerpulse ADS 17,360 Centerpulse ADSs
Steven Hanson May 22, 2003 $12.53 per Centerpulse ADS 19,250 Centerpulse ADSs
May 23, 2003 $19.02 per Centerpulse ADS 17,500 Centerpulse ADSs
Matthias Moelleney June 3, 2003 CHF 147 per Centerpulse Share 250 Centerpulse Shares
Beatrice Tschanz May 30, 2003 CHF 198 per Centerpulse Share 1,250 Centerpulse Shares
Thomas Zehnder May 28, 2003 CHF 131 per Centerpulse Share 1,500 Centerpulse Shares
May 28, 2003 CHF 76 per Centerpulse Share 250 Centerpulse Shares
June 3, 2003 CHF 198 per Centerpulse Share 1,250 Centerpulse Shares
The following table sets forth information regarding the sale of
Centerpulse Shares or Centerpulse ADSs, as the case may be, by the executive
officers of Centerpulse listed below:
NAME DATE WEIGHTED AVERAGE SALE PRICE NUMBER OF SECURITIES SOLD EXCHANGE
---- ---- --------------------------- ------------------------- --------
David Floyd May 23, 2003 $26.40 per Centerpulse ADS 17,360 Centerpulse ADSs NYSE
May 23, 2003 $26.30 per Centerpulse ADS 1,000 Centerpulse ADSs NYSE
Steven Hanson May 22, 2003 $25.87 per Centerpulse ADS 19,250 Centerpulse ADSs NYSE
May 23, 2003 $26.75 per Centerpulse ADS 17,500 Centerpulse ADSs NYSE
Mike McKormick May 16, 2003 $22.74 per Centerpulse ADS 3,750 Centerpulse ADSs NYSE
May 19, 2003 $22.37 per Centerpulse ADS 1,680 Centerpulse ADSs NYSE
Matthias Moelleney June 3, 2003 CHF 355 per Centerpulse Share 250 Centerpulse Shares SWX
Beatrice Tschanz May 30, 2003 CHF 350 per Centerpulse Share 1,250 Centerpulse Shares SWX
Thomas Zehnder May 28, 2003 CHF 340 per Centerpulse Share 1,750 Centerpulse Shares SWX
June 3, 2003 CHF 355 per Centerpulse Share 1,250 Centerpulse Shares SWX
The information above as to sales has been provided to the Company by the
relevant executive officer of Centerpulse."
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7(a) is hereby amended and supplemented to delete the first
paragraph thereof in its entirety and to add the following paragraph as the last
paragraph thereof:
"Except as described in the Preliminary Prospectus under the captions
"THE TRANSACTION", "THE EXCHANGE OFFER", "SUMMARY OF THE COMBINATION AGREEMENT"
and "THE INCENTIVE EXCHANGE OFFER", which information is incorporated by
reference in this Statement, and as set forth herein, Centerpulse is not
undertaking or engaged in any negotiations in response to the Exchange Offer
that relate to: (1) a tender offer or other acquisition of Centerpulse's
securities by Centerpulse, any subsidiary of Centerpulse or any other person;
(2) an extraordinary transaction, such as a merger, reorganization or
liquidation, involving Centerpulse or any subsidiary of Centerpulse; (3) any
purchase, sale or transfer of a material amount of assets of Centerpulse or any
subsidiary of Centerpulse or (4) any material change in the present dividend
rate or policy, or indebtedness or capitalization, of Centerpulse."
ITEM 8. ADDITIONAL INFORMATION.
A copy of the press release issued by the Company on June 19, 2003 and a
copy of the letter of Dr. Link to Centerpulse shareholders, dated June 20, 2003,
are attached hereto as Exhibits (a)(13) and (a)(14), respectively.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a)(13) Press release issued by the Company on June 19, 2003.
(a)(14) Letter of the Chairman and Chief Executive Officer of Centerpulse to
Centerpulse Shareholders, dated June 20, 2003.
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: June 24, 2003