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 21, 2003, Zimmer Holdings, Inc. issued the following press release.
Zimmer Stockholders Approve the Issuance of Stock in Connection with
Zimmer's Exchange Offers for Centerpulse and InCentive Capital
Zimmer Highlights Certain Aspects of the
"Mix and Match" Election Feature of the Exchange Offers
(WARSAW, IN) AUGUST 21, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) announced today
the results of the vote held at the special meeting of Zimmer stockholders in
connection with its exchange offers for Centerpulse AG and InCentive Capital AG,
a significant shareholder of Centerpulse. Zimmer also today highlighted certain
aspects of the "mix and match" election feature in Zimmer's offers.
Special Meeting of Zimmer Stockholders
Zimmer announced that at a special meeting of stockholders held today
in Warsaw, Indiana, its stockholders have voted to approve the issuance of up to
45.4 million shares of Zimmer common stock in connection with Zimmer's exchange
offers for Centerpulse and InCentive Capital. Approximately 140 million shares
were represented at the meeting (including shares represented by proxies), of
which approximately 98% (or 137 million shares) were voted in favor of the
proposal.
As previously announced, Centerpulse informed Zimmer that the United
States Securities and Exchange Commission is conducting an informal
investigation of Centerpulse relating to certain accounting issues. Zimmer has
been advised by Centerpulse management that Centerpulse is cooperating fully
with the investigation, and Zimmer is continuing to conduct its own review of
this matter.
"We are excited about the potential this combination represents and are
equally excited that we enjoy the full support of our stockholders as we move
forward to work together with Centerpulse management and employees to create the
#1 pure play orthopaedics company in the world," said Ray Elliott, Chairman,
President and CEO of Zimmer.
The "Mix and Match" Election Feature of Zimmer's Offers
In light of certain questions regarding the "mix and match" election
feature from Centerpulse and InCentive Capital shareholders wishing to tender
their shares into Zimmer's offers, Zimmer also today highlighted certain aspects
of the mix and match election feature.
As described in Zimmer's prospectuses relating to the Centerpulse offer
and the InCentive offer, the mix and match election feature allows tendering
shareholders to elect to receive more shares of Zimmer common stock or more cash
than the standard entitlement, in all cases, to the extent off-setting elections
have been made by other tendering shareholders.
For purposes of determining the number of shares of Zimmer common stock
and the amount of cash to be received by the tendering shareholders who have
elected to receive more shares or cash than the standard entitlement, the
assumed value of Zimmer common stock will be CHF 62.50 per share (based on the
closing price of Zimmer common stock of US$ 48.28 per share on May 19, 2003, the
last trading day prior to the pre-announcement of Zimmer's offers, and the noon
buying rate for U.S. dollars on such date of US$ 1.00 = CHF 1.2945).
If Zimmer's offers are successful, shareholders of Centerpulse and
InCentive Capital will have until the last day of the applicable subsequent
offering period for Zimmer's offers (currently expected to be September 15,
2003) to submit their mix and match elections in accordance with the procedures
described in the applicable prospectus previously distributed to them. In order
to ensure that Zimmer's minimum tender conditions of 66-2/3% (in the case of the
Centerpulse offer) and 80% (in the case of the InCentive offer) are satisfied as
of the expiration date of Zimmer's offers, which is currently scheduled to be
August 27, 2003, shareholders who wish to tender their shares into Zimmer's
offers must tender their shares by the August 27 expiration date. Therefore,
shareholders who wish to tender their shares into Zimmer's offers but would like
to defer their decision regarding the mix and match election to a later date
should tender their shares into Zimmer's offers by the expiration date and
separately submit the completed mix and match election form prior to the
expiration of the subsequent offering period. In addition, shareholders who
already have made their mix and match elections may change their elections by
completing a new mix and match election form and timely submitting such form in
accordance with the procedures described in the applicable prospectus.
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. 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.
# # #
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