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 22, 2003, Zimmer Holdings, Inc. made available the following.
AMENDMENT TO THE OFFER
[ZIMMER LOGO]
ZIMMER HOLDINGS, INC.
Wilmington, Deleware, U.S.A.
PUBLIC EXCHANGE AND CASH OFFER FOR ALL OUTSTANDING BEARER SHARES OF
INCENTIVE CAPITAL AG, ZUG, SWITZERLAND HAVING A NOMINAL VALUE OF CHF
20 PER SHARE
On June 19, 2003, Zimmer Holdings, Inc., Wilmington, Delaware, U.S.A.
("Zimmer"), commenced a public exchange and cash offer for all outstanding
bearer shares of InCentive Capital AG, Zug, Switzerland ("InCentive"), having a
nominal value of CHF 20.00 per share (the "Offer"), and published a summary of
the Swiss offer prospectus relating to the Offer in the media (the "Summary").
On July 2, 2003, the Swiss Takeover Board issued its recommendation in respect
of the Offer (the "Recommendation") requesting, among other things, that Zimmer
publish and communicate to the recipients of the Offer the amended wording of
the addend B and the conditions described below. The Swiss Federal Banking
Commission, in its order dated August 15, 2003 (the "Order"), affirmed and, in
part, clarified the Recommendation. The entire text of the Recommendation and
the Order may be obtained from the websites of the Swiss Takeover Board at
www.takeover.ch and the Swiss Federal Banking Commission at www.ebk.ch,
respectively.
Addend B of the Price Calculation Formula
The addend B of the price calculation formula of the Offer (Sections 1.1.1 and
2.3.1 of the Summary and Section 2.3.1 and front page Section entitled "Exchange
Ratio and Offered Cash" of the Swiss offer prospectus) reads as follows:
"B = the adjusted net asset value (positive or negative) of InCentive (the
"Adjusted NAV") calculated as at the last day of the Offer Period but
excluding the Centerpulse Holding and attributing no value to any InCentive
Shares held by InCentive or its subsidiaries (the "Treasury Shares"), as
confirmed by InCentive's auditors;"
Condition (c) of the Offer ("Assets and Liabilities Condition")
Condition (c) of the Offer (Section 2.5 of the Summary and the Swiss offer
prospectus, respectively), the "Assets and Liabilities Condition", reads as
follows:
"(c) At the expiration of the Offer Period, InCentive (i) shall only have
assets consisting solely of 2,237,577 Centerpulse Shares and cash and
(ii) shall have no material liabilities (contingent or otherwise), as
defined in accordance with International Accounting Standards (IAS) and
as determined in the opinion of the review body PricewaterhouseCoopers
Ltd, other than liabilities the amount of which, as determined in the
opinion of the Review Body, are taken into account in the calculation
of Adjusted NAV."
Condition (g) of the Offer ("Non-Disposal of Centerpulse Registered Shares
Condition")
Condition (g) of the Offer (Section 2.5 of the Summary), the "Non-Disposal of
Centerpulse Registered Shares Condition", reads as follows:
"(g) InCentive or any of its subsidiaries not having disposed, or agreed to
dispose (including acceptance of any offer), of any Centerpulse Shares
held by it or its subsidiaries and not having become obliged to do so,
except for any such transfer within the InCentive group."
This amendment to the Offer also may be obtained, free of charge, from Credit
Suisse First Boston, Zurich, Switzerland (telephone: +41 1 333 43 85,
fax: +41 1 333 23 88, e-mail: equity.prospectus@csfb.com).
--------------------------
This publication is made pursuant to Section 4.5 and the order number 5 of the
Order. However, Zimmer reserves all rights as the addressee of the Order,
including the right to appeal to the Federal Supreme Court.
Zurich, August 22, 2003
CREDIT SUISSE FIRST BOSTON
Swiss Security ISIN Bloomberg Telekurs Ticker
Number Symbol
InCentive Share
not tendered for exchange 286 089 CH 000 286089 5 INC SW INC
(1st line)
tendered for exchange to 1 622 169 CH 001 622169 6 INCE SW INCE
Zimmer (2nd line)
Zimmer Common Stock 1 262 932 US 989 56P102 1 ZMH US ZMH
Statements Regarding this Announcement and Zimmer's Exchange Offers
United States of America
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any securities. Any exchange offer has been and 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 are
soliciting proxies from Zimmer stockholders in connection with the exchange
offers for shares of Centerpulse AG and InCentive. Investors and security
holders should note that such exchange offers have not been agreed to by
Centerpulse AG or InCentive and are subject to certain conditions. In connection
with Zimmer's exchange offers, Zimmer has filed registration statements on Form
S-4 (each containing a U.S. prospectus) and a proxy statement on Schedule 14A
with the U.S. Securities and Exchange Commission and has submitted Swiss offer
prospectuses to the Swiss Takeover Board. Investors and security holders of
Centerpulse AG, InCentive 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
and the Swiss offer prospectuses in German, French or English, which include as
an exhibit the U.S. prospectus, can be ordered free of charge from Credit Suisse
First Boston, Zurich (phone: +41 1 333 43 85, fax: +41 1 333 23 88, e-mail:
equity.prospectus@csfb.com).
United Kingdom Restriction on Distribution of this Document
The shares of Zimmer common stock offered in its exchange offers may not be
offered or sold in the United Kingdom, by means of Zimmer's offer documents or
any other document, other than to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995.
Zimmer's offer documents relating to Zimmer's exchange offer for InCentive are
important and require your immediate attention. If you are in any doubt about
the action you should take, you are recommended immediately to seek your own
personal financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorized under the
Financial Services & Markets Act 2000 if you are resident in the United Kingdom
or, if not, another appropriately authorized independent financial adviser.
Sales Restrictions in Certain Countries and Jurisdictions
The distribution of Zimmer's offer documents and the making of its exchange
offers may, in certain jurisdictions, be restricted by law. Zimmer's exchange
offers are not being made, directly or indirectly, in or into, and will not be
capable of acceptance from or within, any jurisdiction in which the making of
such exchange offers or the acceptance thereof would not be in compliance with
the laws of that jurisdiction. Persons who come into possession of Zimmer's
offer documents should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any of these jurisdictions. Zimmer does not
assume any responsibility for any violation by any person of any of these
restrictions. Zimmer is not making any exchange offers in or into -- and
Zimmer's exchange offers may not be accepted in or from -- Australia, Canada or
Japan.