Filed by Zimmer Holdings, Inc.
Commission File No.001-16407
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Centerpulse AG
Commission File No.001-14654
On May 29, 2003, the following press release was issued.
FOR IMMEDIATE RELEASE
ZIMMER DROPS TWO CONDITIONS TO CENTERPULSE OFFER
CONDITIONS RELATED TO PRODUCT LIABILITY AND TAX ELIMINATED
WARSAW, INDIANA, MAY 29, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) today said it
is notifying the Swiss Takeover Board that its proposed offer to acquire
Centerpulse AG will no longer contain two of the conditions included in its May
20 pre-announcement. The conditions that have been eliminated relate to
Centerpulse's product liability litigation (condition (g)(iii)) and confirmation
that the Centerpulse transaction and the related acquisition of InCentive
Capital AG will not trigger a corporate income tax liability in connection with
Centerpulse's spin-off from Sulzer AG (condition (h)). Zimmer currently intends
to formally launch the Centerpulse and InCentive offers on or about June 17,
2003.
Ray Elliott, Zimmer's Chairman, President and CEO, said: "We are pleased to have
quickly removed these conditions to our offer to acquire Centerpulse. Our due
diligence team is working expeditiously to review the information to which we
have been given access so that we can proceed with the transaction. We
appreciate the professionalism of the Centerpulse team as we conducted the due
diligence necessary to eliminate these two important conditions and look forward
to working with them to complete the transaction."
On May 20, 2003, Zimmer announced its intention to commence an offer for CHF 120
in cash and 3.68 Zimmer shares per Centerpulse registered share (including
registered shares represented by Centerpulse American depositary shares). Zimmer
also announced on May 20 its intention to commence a related offer for InCentive
Capital AG, which beneficially holds 18.9% of the outstanding shares of
Centerpulse.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements within safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 based on
current expectations, estimates, forecasts and projections about the
orthopaedics industry, management's beliefs and assumptions made by management.
Forward-looking statements may be identified by the use of forward-looking terms
such as "may," "will," "expects," "believes," "anticipates," "plans,"
"estimates," "projects," "targets," "forecasts," and "seeks" or the negative of
such terms or other variations on such terms or comparable terminology. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that could cause actual outcomes and results to
differ materially. These risks and uncertainties include, but are not limited
to, price and product competition, rapid technological development, demographic
changes, dependence on new product development, the mix of our products and
services, supply and prices of raw materials and products, customer demand for
our products and services, our ability to successfully integrate acquired
companies, control of costs and expenses, our ability to form and implement
alliances, international growth, U.S. and foreign government regulation, product
liability and intellectual property litigation losses, reimbursement levels from
third-party payors, general industry and market conditions and growth rates and
general domestic and international economic conditions including interest rate
and currency exchange rate fluctuations. In particular, forward-looking
statements as to Zimmer's financial and business performance following the
proposed acquisitions should be qualified by the limited due diligence Zimmer
has performed on Centerpulse and the absence of due diligence on InCentive
Capital, a significant shareholder of Centerpulse. For a further list and
description of such risks and uncertainties, see the disclosure materials filed
by Zimmer with the U.S. Securities and Exchange Commission. Zimmer disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Readers of
this document are cautioned not to place undue reliance on these forward-looking
statements, since, while we believe the assumptions on which the forward-looking
statements are based are reasonable, there can be no assurance that these
forward-looking statements will prove to be accurate. This cautionary statement
is applicable to all forward-looking statements contained in this document.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. Any exchange offer will be made only through a
registration statement and related materials. Zimmer and its directors, officers
and other members of its management and employees also may be soliciting proxies
from Zimmer stockholders in connection with the proposed exchange offers for
shares of Centerpulse AG and InCentive Capital AG. Investors and security
holders should note that the proposed exchange offers described in this press
release have not been agreed to by Centerpulse or InCentive Capital and are
subject to certain conditions. In connection with the proposed exchange offers,
Zimmer has filed registration statements on Form S-4 (each containing a
preliminary prospectus/offer to purchase) and a preliminary proxy statement on
Schedule 14A with the U.S. Securities and Exchange Commission and will submit
Swiss offer prospectuses to the Swiss Takeover Board. Investors and security
holders of Centerpulse, InCentive Capital and Zimmer are advised to read these
disclosure materials (including other disclosure materials when they become
available), because these materials contain important information. Investors and
security holders may obtain a free copy of the disclosure materials and other
documents filed by Zimmer with the U.S. Securities and Exchange Commission at
the SEC's website at www.sec.gov. The disclosure materials and other documents
of Zimmer may also be obtained from Zimmer upon request by directing such
request to Sam Leno, Senior Vice President and CFO, 574-372-4790.
ABOUT ZIMMER HOLDINGS, INC.
Zimmer, based in Warsaw, Indiana, is a worldwide leader in the design,
development, manufacture and marketing of reconstructive orthopaedic implants
and trauma products. Orthopaedic reconstruction implants restore joint function
lost due to disease or trauma in joints such as knees, hips, shoulders and
elbows. Trauma products are devices used primarily to reattach or stabilize
damaged bone and tissue to support the body's natural healing process. Zimmer
manufactures and markets other products related to orthopaedic and general
surgery. For the year 2002, the Company recorded worldwide revenues of $1.37
billion. Zimmer was founded in 1927 and has more than 3,600 employees worldwide.
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Contacts:
U.S.: KEKST AND COMPANY
Ruth Pachman/212-521-4891/ruth-pachman@kekst.com
Mark Semer/212-521-4802/mark-semer@kekst.com
Victoria Weld/212-521-4849/victoria-weld@kekst.com
SWITZERLAND: HIRZEL. NEEF. SCHMID. KONSULENTEN
Aloys Hirzel/+41 43 344 42 49/a-hirzel@konsulenten.ch
Andreas Thommen/+41 43 344 42 49/a-thommen@konsulenten.ch
U.K.: M COMMUNICATIONS
Hugh Morrison/+44 207 153 1534/morrison@mcomgroup.com
Nick Miles/ 44 207 153 1535/miles@mcomgroup.com