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 19, 2003 the following press release was issued.
For Immediate Release
ZIMMER LAUNCHES OFFERS TO ACQUIRE
CENTERPULSE AG AND INCENTIVE CAPITAL AG
WARSAW, INDIANA, June 19, 2003 – Zimmer Holdings, Inc. (NYSE: ZMH) today announced that it has formally commenced its exchange offers to acquire Centerpulse AG and InCentive Capital AG 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 18, 2003, the offers imply a value of approximately CHF 347 per Centerpulse share, or approximately CHF 4.1 billion (or US$3.1 billion) in the aggregate for 100% of Centerpulse’s outstanding shares.
Holders of Centerpulse registered shares and InCentive bearer shares should contact their bank, broker or custodian for information on how to tender their shares. Holders of Centerpulse American depositary shares should contact Innisfree M&A Incorporated, the information agent, at (877) 750-5836 in order to obtain such information.
A special meeting of Zimmer shareholders has been scheduled for July 22, 2003 to approve the issuance of the shares necessary to complete the Centerpulse and InCentive transactions. Zimmer shareholders should refer to Zimmer’s proxy statement for the special meeting, dated June 19, 2003, for information on how to vote their shares.
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 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
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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 exchange offers for shares of Centerpulse AG and InCentive Capital AG. Investors and security holders should note that the 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 exchange offers, Zimmer has filed registration statements on Form S-4 (each containing a prospectus/offer to purchase) and a proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission and submitted 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
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 |
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| 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 |
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| U.K.: | M Communications Hugh Morrison/+44 207 153 1534/morrison@mcomgroup.com Nick Miles/+44 207 153 1535/miles@mcomgroup.com |
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