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 15, 2003, Zimmer Holdings, Inc. issued the following press release.
Zimmer Welcomes Centerpulse Board Recommendation
(WARSAW, IN) August 15, 2003-Zimmer Holdings, Inc. (NYSE:ZMH) said today that it
is pleased with the announcement from the Board of Directors of Centerpulse AG,
indicating that they are recommending that Centerpulse shareholders accept
Zimmer's offer. The Centerpulse board recommendation is contingent upon
approval by Zimmer stockholders of the issuance of additional shares of Zimmer
common stock required to complete the transaction. Zimmer Holdings' special
shareholder meeting is scheduled to reconvene on August 21, 2003. As of August
13, 2003, approximately 98% of the proxies held by Zimmer were in favor of the
issuance.
"We welcome these expressions of support and confidence from the Centerpulse
Board of Directors and look forward to working with them to finalize the
process," said Ray Elliott, Zimmer Chairman, President and CEO. "We are excited
about the potential this combination represents and are ready to work with
Centerpulse management and employees to create the #1 pure-play orthopaedics
company in the world."
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.
# # #
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