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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 11
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CENTERPULSE LTD.
(NAME OF SUBJECT COMPANY)
CENTERPULSE LTD.
(NAME OF PERSON FILING STATEMENT)
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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
+41-1-306-9696
(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. 11 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 (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 (the "Form F-4"), filed with the
Securities and Exchange Commission.
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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7(a) is hereby amended and supplemented by adding the following
paragraph as the first paragraph thereof:
"On August 26, 2003, Smith & Nephew, Smith & Nephew Group and
Centerpulse entered into a letter agreement addressing certain matters with
respect to the Exchange Offer and the Combination Agreement, a copy of which is
attached as Exhibit (e)(15) to this Statement. Centerpulse understands that
Smith & Nephew and Smith & Nephew Group will not be filing an amendment to the
Form F-4 prior to the scheduled expiration of the Exchange Offer."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit is filed herewith:
(e)(15) Letter Agreement, dated as of August 26, 2003, among Smith & Nephew,
Smith & Nephew Group and Centerpulse.
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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.
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: August 27, 2003
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