Filed by Zimmer Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Centerpulse AG
(Registration No. 333-105561)
Subject Company: InCentive Capital AG
(Registration No. 333-105562)
On July 16, 2003, Zimmer Holdings, Inc. issued the following press release.
Contact:
Media Investors
Brad Bishop Sam Leno
574/372-4291 574/372-4790
bradley.bishop@zimmer.com sam.leno@zimmer.com
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Zimmer Responds to Recent Centerpulse Update
WARSAW, IND. - July 16, 2003--In a July 16, 2003, press release titled
"Centerpulse confirms its guidance for annual 2003 results - Second quarter
results will include non-recurring items," Dr. Max Link, Chairman and CEO of
Centerpulse, identified a recent decision to increase their provision for the
recall litigation by USD $45 million, to be recorded in the second quarter of
2003. Zimmer's pre-announcement and formal offer contemplated the need for this
increase. Zimmer confirms that it was fully aware of the need for Centerpulse to
increase its litigation provision as a result of information provided by
Centerpulse during Zimmer's due diligence process, and expects to have adequate
provisions for the remaining litigation payouts at the completion of the
acquisition process.
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 AG, 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 exchange offers for shares of
Centerpulse 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 AG 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 AG 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 (NYSE:ZMH), 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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Additional contacts:
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