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 August 6, 2003, Zimmer Holdings, Inc. distributed the following
correspondence to its employees.
All Zimmer Employees and Sales Force Members
Ray Elliott
Subject: Centerpulse Acquisition
It now appears that we will succeed in our effort to acquire Centerpulse and
create the world's #1 pure-play orthopaedics company. Smith & Nephew today
announced that it did not intend to raise its bid, which is lower than the one
we announced on May 20. The Centerpulse board has said it will not yet issue a
recommendation, but Smith & Nephew's decision makes it much more likely that
Zimmer will be the successful bidder.
This news comes one day before the second anniversary of our independence. In
just two very fast years, we have grown sales and earnings significantly and
eliminated our net debt. We have put ourselves in position to make the
Centerpulse acquisition and become the number one reconstructive company in the
world, with strong franchises in the trauma, spine and dental markets.
We are likely to become a much bigger business, but our plans will remain
simple. In fact, the key elements are the same ones we started the turnaround
with in 1997: rapid commercialization of great products, services and
techniques; internal innovation based on the industry's best R&D capability;
selective, strategic acquisitions, joint ventures and alliances; and flawless
execution of business fundamentals.
For all of you who have played and continue to play a direct role in this
acquisition effort, thank you. For all of you who have picked up the slack for
others because of the added work of this acquisition effort, thank you. And for
everyone else, those who have kept our business growing and refused to be
distracted by the acquisition effort, a special thank you. Your devotion to
customer requirements has been critical and will remain important when we begin
to integrate the Centerpulse business with Zimmer.
Thanks again and congratulations on establishing a terrific record for Zimmer to
continue to build on.
Best regards,
SAFE HARBOR STATEMENT
This letter 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 letter 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 letter
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, 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