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 22, 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 ANNOUNCES ADJOURNMENT
OF SPECIAL MEETING OF SHAREHOLDERS
(WARSAW, IN) JULY 22, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) announced today
that it has adjourned its special meeting of stockholders to 11:00 a.m.,
Wednesday, July 30, 2003, at Zimmer's global headquarters, 345 East Main Street,
Warsaw, Indiana. The purpose of the special meeting is to vote on the issuance
of shares of Zimmer common stock in connection with Zimmer's proposed
acquisitions of Centerpulse AG and InCentive Capital AG, a significant
shareholder of Centerpulse. Approval of the issuance requires the affirmative
vote of holders of a majority of the shares of Zimmer common stock present in
person or by proxy at the special meeting and entitled to vote thereon. At the
time the special meeting was adjourned, Zimmer had received proxies for
approximately 138 million shares, of which approximately 135 million shares (or
98%) were in favor of the issuance.
Zimmer believes that the additional time provided by this adjournment is
necessary to allow for the resolution of (i) appeals of Zimmer, Smith & Nephew
Group plc, Centerpulse AG and InCentive Capital AG pending before the Swiss
Federal Banking Commission relating to, among other things, the terms of
Zimmer's exchange offers and the timetable under which Zimmer's and Smith &
Nephew's exchange offers are proceeding and (ii) the uncertainty concerning the
final terms of Smith & Nephew's exchange offers.
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
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 (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