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 June 16, 2003 the following press release was issued.
For Immediate Release
ZIMMER PROVIDES UPDATE ON OFFERS TO ACQUIRE CENTERPULSE AG
AND INCENTIVE CAPITAL AG
WARSAW, INDIANA, June 16, 2003 – Zimmer Holdings, Inc. (NYSE: ZMH) today announced that it expects that the formal launch of its exchange offers to acquire Centerpulse AG and InCentive Capital AG will occur on June 19, 2003, upon satisfactory finalization of offer documents with the U.S. Securities and Exchange Commission and the Swiss Takeover Board, at a price of CHF 120 in cash and 3.68 Zimmer shares per Centerpulse registered share. Based on Zimmer’s closing price as of June 13, 2003, the offers imply a value of CHF 344 per Centerpulse share, or approximately CHF 4.1 billion (or US$3.1 billion) in the aggregate.
Safe Harbor Statement
This press release contains forward-looking statements 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
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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 absence of the opportunity for Zimmer to perform comprehensive due diligence on Centerpulse or InCentive Capital, a significant shareholder of Centerpulse. These forward looking statements might have been significantly different had such due diligence review been undertaken. 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 |